ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 22, 2012, Apollo Commercial Real Estate Finance, Inc. (the "Company"), through an indirect wholly-owned subsidiary as borrower and on behalf of itself as guarantor, entered into a second amendment letter (the "Second Amendment Letter") related to its Master Repurchase and Securities Contract with Wells Fargo Bank, N.A. (the "Wells Facility"), which was originally entered into in August 2010 and amended in December 2011, to increase its maximum permitted borrowing under the facility from $262 million to $362 million in order to finance the possible acquisition of certain commercial mortgage-backed securities on or after May 22, 2012 (the "Loan Assets"). The Second Amendment Letter sets the pricing margin for the Loan Assets acquired and financed under the Wells Facility at 2.50%. Advances under the Wells Facility accrue interest at a per annum pricing rate equal to the sum of (i) 30-day LIBOR and (ii) the applicable pricing margin. The Wells Facility matures on the first business day following November 15, 2014 with respect to amounts borrowed to finance the purchase of the Loan Assets, and on August 10, 2012 with respect to amounts borrowed to finance the purchase of all other purchased assets, with a one-year extension available for both maturity dates at the Company's option, subject to certain restrictions, and upon the payment of an extension fee equal to 0.50% on the then aggregate outstanding repurchase price of the Loan Assets and 0.25% on the then aggregate outstanding repurchase price for all other purchased assets.

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