First Amendment to the Credit Agreement dated as of April 20, 2007



 Exhibit 10.38 
 EXECUTION VERSION 
 FIRST AMENDMENT 

FIRST AMENDMENT, dated as of May 16, 2007 (this “First Amendment”), to the Credit Agreement, dated as of
April 20, 2007 (the “Credit Agreement”), among Apollo Management Holdings, L.P., a Delaware limited partnership (the “Borrower”), the Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as
administrative agent (the “Administrative Agent”), and the other parties party thereto. 
 W I
T N E S S E T H: 
 WHEREAS, the Borrower and the Administrative Agent
are parties to the Credit Agreement; 
 WHEREAS, the Borrower has requested certain amendments to the Credit Agreement as set
forth herein; and 
 WHEREAS, the Required Lenders have consented to the requested amendments as set forth herein; 

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as
follows: 
 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein which are defined in the
Credit Agreement are used herein as therein defined. 
 2. Amendments to Section 1. Section 1.1 of the Credit
Agreement is hereby amended as follows: 
 (a) by inserting the following definitions in appropriate alphabetical order:

 “Beneficiaries”: the Lenders, the Lender Counterparties and the Administrative Agent. 

“First Amendment”: the First Amendment, dated as of May 16,2007, to this Agreement. 

“First Amendment Effective Date”: as defined in the First Amendment. 

“Lender Counterparty”: a party to a Swap Agreement that is Lender or an affiliate of a Lender as of the Closing Date or
at the time of execution of such Swap Agreement (including a party to a Swap Agreement that is a Lender or an affiliate of a Lender as of the Closing Date or at the time of execution of such Swap Agreement that subsequently ceases to
be a Lender or an affiliate of a Lender).; and 
 (b) by amending the definition of “Guaranteed Obligations” by
inserting “payment and performance” immediately before “obligations” and deleting “any Loan Party in respect of any Hedging Amount with any Lender or any affiliate of any Lender.” and inserting in lieu thereof
“each Loan Party under each Swap Agreement with a Lender Counterparty.” 







 3. Amendment to Section 8. Section 8 of the Credit Agreement is hereby
amended by deleting all references therein to the words “the Lender”, “the Lenders”, “each Lender and the Administrative Agent” and “the Administrative Agent or any Lender” and inserting in lieu thereof the
words “the Beneficiaries”; provided, however, the words “the Lenders” on the third line of Section 8.4 shall not be amended. 
 4. Conditions to Effectiveness of this Amendment. This First Amendment shall become effective on and as of the date (such date the “First Amendment Effective Date”) of the
execution and delivery of this First Amendment by the Borrower, the Administrative Agent and the Required Lenders. 
 5.
Miscellaneous. 
 (a) Representation and Warranties. The Borrower hereby represents that as of the First Amendment
Effective Date each of the representations and warranties made by any Loan Party in or pursuant to the Apollo Management Holdings Credit Agreement and the “Loan Documents” thereunder is true and correct in all material respects as if made
on and as of such date, and no Default or Event of Default has occurred and is continuing after giving effect to the amendments contemplated herein. 
 (b) Effect. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Credit Agreement shall remain unamended and not waived and shall
continue to be in full force and effect. 
 (c) Counterparts. This First Amendment may be executed by one or more of the
parties to this First Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 
 (d) Severability. Any provision of this First Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

(e) Integration. This First Amendment and the other Loan Documents represent the agreement of the Loan Parties, the Administrative
Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or
referred to herein or in the other Loan Documents. 
 (f) GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
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 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed
and delivered by their proper and duly authorized officers as of the day and year first above written. 







  

			
	Borrower:
	
	APOLLO MANAGEMENT HOLDINGS, L.P.
		
	By:	 	APOLLO MANAGEMENT HOLDINGS GP, LLC
		 	its General Partner
		
	By:	 	 /s/ John J. Suydam

		 	Name: John J. Suydam
		 	Title: Vice President and Secretary



  
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	Administrative Agent:
	
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Authorized Signatory

		 	Name:	 	
		 	Title:	 	



  
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	Lenders:
	
	 JPMORGAN CHASE BANK, N.A.,
 as Lender

		
	By:	 	 /s/ Authorized Signatory

		 	Name:	 	
		 	Title:	 	



  
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	BEAR STEARNS CORPORATE LENDING INC.,
	as Lender
		
	By:	 	 /s/ Authorized Signatory

		 	Name: 
		 	Title: 



  
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	BLUE RIDGE INVESTMENTS, LLC,
	as Lender
		
	By:	 	 /s/ Authorized Signatory

		 	Name:	 	
		 	Title:	 	



  
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	 CITIBANK, N.A,
 as
Lender

		
	By:	 	 /s/ Authorized Signatory

		 	Name:	 	
		 	Title:	 	



  
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	 CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
 as Lender

		
	By:	 	 /s/ Authorized Signatory

		 	Name:	 	
		 	Title:	 	


  

					
	By:	 	 /s/ Authorized Signatory

		 	Name:	 	
		 	Title:	 	



  
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	 DEUTSCH BANK TRUST COMPANY AMERICAS,
 as Lender

		
	By:	 	 /s/ Authorized Signatory

		 	Name:	 	
		 	Title:	 	
		
	By:	 	 /s/ Authorized Signatory

		 	Name:	 	
		 	Title:	 	



  
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	 GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Lender

		
	By:	 	 /s/ Authorized Signatory

		 	Name:	 	
		 	Title:	 	



  
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	 LEHMAN COMMERCIAL PAPER INC.,

as Lender

		
	By:	 	 /s/ Authorized Signatory

		 	 Janine M. Shugan

Authorized Signatory




  
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	 MERRILL LYNCH BANK USA,
 as Lender

		
	By:	 	 /s/ Authorized Signatory

		 	Name:	 	Louis Alder
		 	Title:	 	Director



  
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	 MORGAN STANLEY SENIOR FUNDING, INC.,

as Lender

		
	By:	 	 /s/ Authorized Signatory

		 	Name:	 	Henry F. D’Alessandro
		 	Title:	 	 Vice President
 Morgan
Stanley Senior Funding, Inc.




  
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	 UBS LOAN FINANCE LLC,
 as Lender

		
	By:	 	 /s/ Authorized Signatory

		 	Name:	 	Richard L. Tavrow
		 	Title:	 	Director
		
	By:	 	 /s/ Authorized Signatory

		 	Name:	 	Irja P. Otsa
		 	Title:	 	Associate Director



  
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