Subject to completion and amendment, draft dated October 714, 2021

FIRSTSECOND SUPPLEMENTAL INDENTURE

dated as of [_], 2021

among

AIMCO CLO 11, LTD.

as Issuer

and

AIMCO CLO 11, LLC

as Co-Issuer

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

to

the Indenture, dated as of October 13, 2020,

among the Issuer, the Co-Issuer and the Trustee
 THIS FIRSTSECOND SUPPLEMENTAL INDENTURE, dated as of [_], 2021 (this
"Supplemental Indenture"), among AIMCO CLO 11, LTD., an exempted company incorporated with
limited liability under the laws of the Cayman Islands, as Issuer (the "Issuer"), AIMCO CLO 11, LLC, a
limited liability company formed under the laws of the State of Delaware (the "Co-Issuer" and, together
with the Issuer, the "Co-Issuers") and The Bank of New York Mellon Trust Company, National
Association, as trustee (the "Trustee"), is entered into pursuant to the terms of the Indenture, dated as of
October 13, 2020, among the Issuer, the Co-Issuer and the Trustee (as amended by that certain first
supplemental indenture dated as of January 28, 2021 and as further amended, modified or supplemented
from time to time, the "Indenture"). Capitalized terms used in this Supplemental Indenture that are not
otherwise defined herein have the meanings assigned thereto in Section 1.1 of the Indenture.

PRELIMINARY STATEMENT

WHEREAS, pursuant to Section 8.1(a)(x) of the Indenture, with the consent of the
Collateral Manager but without the consent of any Holders of Notes, the Co-Issuers, when authorized by
Resolutions, at any time and from time to time, may enter into one or more supplemental indentures, in
form satisfactory to the Trustee, at any time during the Reinvestment Period, to facilitate the issuance by
the Co-Issuers in accordance with Sections 2.13, 3.2, 9.2, 9.3 and 9.7 of the Indenture (for which any
required consent has been obtained) of Additional Notes, Replacement Notes or other Refinancing
Obligations or Re-Pricing Replacement Notes, which may include a Reset Amendment;

WHEREAS, the Co-Issuers desire to enter into this Supplemental Indenture to make
changes necessary to issue Replacement Notes in connection with an Optional Redemption by
Refinancing of all Classes of Secured Notes pursuant to Section 9.2(c) of the Indenture through issuance
on the date of this Supplemental Indenture of the classes of notes set forth in Section 1(a) below;

WHEREAS, the Subordinated Notes shall remain Outstanding following the

Refinancing;

WHEREAS, pursuant to Section 8.1(a)(x)(y) and Section 8.3(i) of the Indenture, with the
consent of the Collateral Manager and a Majority of the Subordinated Notes and without the consent of
any other Holders, the Trustee and the Co-Issuers may execute a Reset Amendment;

WHEREAS, pursuant to (i) Section 9.2(a) of the Indenture, a Majority of the

Subordinated Notes has directed the Issuer to cause an Optional Redemption by Refinancing of all
Classes of Secured Notes and (ii) Section 8.1(a)(x)(y) and Section 8.3(i) of the Indenture, a Majority of
the Subordinated Notes have consented to this Supplemental Indenture;

WHEREAS, pursuant to Section 8.3(c) of the Indenture, the Trustee has delivered an
initial copy of this Supplemental Indenture to the Collateral Manager, the Collateral Administrator, each
Rating Agency and the Holders not later than five Business Days prior to the execution hereof;

[WHEREAS, pursuant to Section 8.3(c) of the Indenture, the Trustee has delivered a
revised copy of this Supplemental Indenture to the Collateral Manager, the Collateral Administrator, each
Rating Agency and the Holders not later than two Business Days prior to the execution hereof;]

WHEREAS, the conditions set forth in the Indenture for entry into a supplemental
indenture pursuant to Section 8.1(a)(x) and Section 8.3(i) of the Indenture have been satisfied; and

1
 WHEREAS, pursuant to the terms of this Supplemental Indenture, each purchaser of an
Offered Security (as defined below) on the First Refinancing Date (as defined below) will be deemed to
have consented to the execution of this Supplemental Indenture by the Co-Issuers and the Trustee.

NOW THEREFORE, for good and valuable consideration the receipt of which is hereby
acknowledged, the Co-Issuers and the Trustee hereby agree as follows:

SECTION 1. Terms of the First Refinancing Notes and Amendments to the Indenture.

(a) The Applicable Issuers shall issue Replacement Notes (referred to herein as the "First
Refinancing Notes") the proceeds of which shall be used to redeem all Classes of Secured Notes issued
on October 13, 2020 under the Indenture (such Notes, the "Refinanced Notes"), which Notes shall be
divided into the Classes, having the designations, original principal amounts and other characteristics as
follows:

First Refinancing Notes

Class A-R Class B-R Class C-R Class D-R Class E-R
Designation
Notes Notes Notes Notes Notes
Mezzanine Secured Mezzanine Secured Junior Secured
Senior Secured Senior Secured
Type Deferrable Floating Deferrable Floating Deferrable Floating
Floating Rate Floating Rate
Rate Rate Rate
Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer
Initial Principal Amount
[_] [_] [_] [_] [_]
(U.S.$)
Initial Rating:
Expected S&P Initial
"[AAA] (sf)" "[AA] (sf)" "[A] (sf)" "[BBB-] (sf)" "[BB-] (sf)"
Rating
Interest Rate(1) Base Rate + [_]% Base Rate + [_]% Base Rate + [_]% Base Rate + [_]% Base Rate + [_]%
Deferred Interest Class No No Yes Yes Yes
Re-Pricing Eligible Class YesNo Yes Yes Yes Yes
Stated Maturity
[_] [_] [_] [_] [_] [_] [_] [_] [_] [_]
(Payment Date in)
Minimum
Denominations (U.S.$) $[250,000] ($1) $[250,000] ($1) $[250,000] ($1) $[250,000] ($1) $[250,000] ($1)
(Integral Multiples)
Ranking:
Pari Passu
None None None None None
Class(es)
Priority
None A-R A-R, B-R A-R, B-R, C-R A-R, B-R, C-R, D-R
Class(es)
B-R, C-R, D-R, E-R, C-R, D-R, E-R, D-R, E-R, E-R, Subordinated
Junior Class(es)
Subordinated Subordinated Subordinated Subordinated

(1) The Base Rate shall initially be LIBOR. LIBOR is calculated in accordance with the definition of LIBOR set forth in the Indenture. [The
Base Rate for the first Interest Accrual Period after the First Refinancing Date will be determined by interpolating linearly between the rate
for the next shorter period of time for which rates are available and the rate for the next longer period of time for which rates are available.]
As described in the Indenture, the Base Rate may be changed from LIBOR to an alternative Base Rate. The spread over the Base Rate (or,
in the case of any Fixed Rate Notes, the stated rate of interest) applicable to any Re-Pricing Eligible Class may be reduced in connection
with a Re-Pricing of such Class, subject to the conditions set forth in Section 9.7 of the Indenture. If any Re-Pricing Eligible Class has
been subject to a Re-Pricing, the spread over the Base Rate (or, in the case of any Fixed Rate Notes, the stated rate of interest) for such
Class shall be the applicable Re-Pricing Rate.

(b) The issuance date of the First Refinancing Notes shall be [_], 2021 (the "First
Refinancing Date") and the Redemption Date of the Refinanced Notes shall also be [_], 2021. Payments
on the First Refinancing Notes issued on the First Refinancing Date will be made on each Payment Date,
commencing on the Payment Date in [_] [2022].