EX-24. 2 rrd338287_382122.htm POWER OF ATTORNEY

rrd338287_382122.html

                               POWER OF ATTORNEY

                  FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144
                           IN RESPECT OF SECURITIES OF
                   APOLLO COMMERCIAL REAL ESTATE FINANCE INC.

The undersigned hereby constitutes and appoints each of John Suydam, Jessica
Lomm, August Sangese, Jay Bernstein and Anton Feingold or any one of them acting
alone, as her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for her in her name and stead in any and all
capacities, to sign and file for and on her behalf, in respect of any
acquisition, disposition or other change in ownership of any shares of common
stock, par value $0.01 per share, of Apollo Commercial Real Estate Finance Inc.
(the "Company"), the following:

     (i)    any Form ID to be filed with the Securities and Exchange Commission
            (the "SEC");

     (ii)   any Initial Statement of Beneficial Ownership of Securities on Form 3
            to be filed with the SEC;

     (iii)  any Statement of Changes of Beneficial Ownership of Securities on
            Form 4 to be filed with the SEC;

     (iv)   any Annual Statement of Beneficial Ownership of Securities on Form 5
            to be filed with the SEC;

     (v)    any Notice of Proposed Sale of Securities on Form 144 to be filed
            with the SEC; and

     (vi)   any and all agreements, certificates, receipts, or other documents
            in connection therewith.

The undersigned hereby gives full power and authority to the attorney-in-fact to
seek and obtain as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release such information to
the undersigned and approves and ratifies any such release of information.

The undersigned hereby grants unto such attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifies and confirms all
that any such attorney-in-fact and agent or substitute may do or cause to be
done by virtue hereof.

The undersigned acknowledges that:

     (i)    neither the Company nor such attorney-in-fact assumes (i) any
            liability for the undersigned's responsibility to comply with
            the requirement of the Securities Exchange Act of 1934, as
            amended (the "Exchange Act"), (ii) any liability of the
            undersigned for any failure to comply with such requirements
            or (iii) any obligation or liability of the undersigned for
            profit disgorgement under Section 16(b) of the Exchange Act;
            and

     (ii)   this Power of Attorney does not relieve the undersigned from
            responsibility for compliance with the undersigned's
            obligations under the Exchange Act, including without
            limitation the reporting requirements under Section 16 of the
            Exchange Act.

This Power of Attorney shall remain in full force and effect until revoked by
the undersigned in a signed writing delivered to such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney.

Date: February 8, 2013                  /s/ Megan B. Gaul
                                        -----------------------------
                                        Megan B. Gaul

State of New York     )
                      )  ss.:
County of New York    )

     On the 11 day of February in the year 2013 before me, the undersigned, a
Notary Public in and for said State, personally appeared Megan B. Gaul ,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her capacity, and that by her
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.

[STAMP OF NOTARY PUBLIC]

                                        Signature /s/ Wendy K. Modlin (notary public)
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