0001104659-12-081256.txt : 20121130 0001104659-12-081256.hdr.sgml : 20121130 20121130191039 ACCESSION NUMBER: 0001104659-12-081256 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20121129 FILED AS OF DATE: 20121130 DATE AS OF CHANGE: 20121130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHARTER COMMUNICATIONS, INC. /MO/ CENTRAL INDEX KEY: 0001091667 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 431857213 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12405 POWERSCOURT DRIVE CITY: ST. LOUIS STATE: MO ZIP: 63131 BUSINESS PHONE: 314-965-0555 MAIL ADDRESS: STREET 1: 12405 POWERSCOURT DRIVE CITY: ST. LOUIS STATE: MO ZIP: 63131 FORMER COMPANY: FORMER CONFORMED NAME: CHARTER COMMUNICATIONS INC /MO/ DATE OF NAME CHANGE: 19990723 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Value Management, L.P. CENTRAL INDEX KEY: 0001374206 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 121235860 BUSINESS ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 914-694-8000 MAIL ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Principal Holdings I, L.P. CENTRAL INDEX KEY: 0001413406 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 121235861 BUSINESS ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 914-694-8000 MAIL ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Principal Holdings I GP, LLC CENTRAL INDEX KEY: 0001413407 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 121235862 BUSINESS ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 914-694-8000 MAIL ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management Holdings GP, LLC CENTRAL INDEX KEY: 0001449433 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 121235864 BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management Holdings, L.P. CENTRAL INDEX KEY: 0001449434 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 121235863 BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: - CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: - CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Capital Management GP, LLC CENTRAL INDEX KEY: 0001456419 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 121235859 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212 515 3200 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Capital Management, L.P. CENTRAL INDEX KEY: 0001456421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 121235858 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212 515 3200 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Principal Holdings II, L.P. CENTRAL INDEX KEY: 0001490268 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 121235856 BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Principal Holdings II GP, LLC CENTRAL INDEX KEY: 0001490269 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 121235857 BUSINESS ADDRESS: STREET 1: 9 W. 57TH ST. STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH ST. STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AP Charter Holdings (Sub II), LLC CENTRAL INDEX KEY: 0001556239 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 121235855 BUSINESS ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD, SUITE 201 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: (914) 694-8000 MAIL ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD, SUITE 201 CITY: PURCHASE STATE: NY ZIP: 10577 4 1 a4.xml 4 X0306 4 2012-11-29 0 0001091667 CHARTER COMMUNICATIONS, INC. /MO/ CHTR 0001449433 Apollo Management Holdings GP, LLC 9 W. 57TH STREET 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001449434 Apollo Management Holdings, L.P. 9 W. 57TH STREET - NEW YORK NY 10019 0 0 1 0 0001413407 Apollo Principal Holdings I GP, LLC TWO MANHATTANVILLE ROAD SUITE 203 PURCHASE NY 10577 0 0 1 0 0001413406 Apollo Principal Holdings I, L.P. TWO MANHATTANVILLE ROAD SUITE 203 PURCHASE NY 10577 0 0 1 0 0001374206 Apollo Value Management, L.P. TWO MANHATTANVILLE ROAD PURCHASE NY 10577 0 0 1 0 0001456419 Apollo Capital Management GP, LLC 9 WEST 57TH STREET NEW YORK NY 10019 0 0 1 0 0001456421 Apollo Capital Management, L.P. 9 WEST 57TH STREET NEW YORK NY 10019 0 0 1 0 0001490269 Apollo Principal Holdings II GP, LLC 9 W. 57TH ST. 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001490268 Apollo Principal Holdings II, L.P. 9 W. 57TH STREET 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001556239 AP Charter Holdings (Sub II), LLC ONE MANHATTANVILLE ROAD, SUITE 201 PURCHASE NY 10577 0 0 1 0 Class A common stock 2012-11-29 4 S 0 59884 71.2916 D 25151324 I See footnote Class A common stock 2012-11-30 4 S 0 1190116 70.77 D 23961208 I See footnote See Exhibit 99.1. See Exhibit 99.1. [see signatures attached as Exhibit 99.2] 2012-11-30 EX-99.1 2 ex-99d1.htm EX-99.1

Exhibit 99.1

(1) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.18 to $71.51, inclusive. The reporting person undertakes to provide to Charter Communications, Inc. (the “Issuer”), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.

(2) The number of shares of the Class A common stock, par value $0.001 (the “Common Stock”) of the Issuer reported as beneficially owned following the last of the reported transactions includes: : (i) 23,245,698 shares of Common Stock held of record by AP Charter Holdings (Sub II), LLC (“AP Charter Sub II”); (ii) 639,288 shares of Common Stock held of record by Red Bird, L.P. (“Red Bird”); (iii) 35,048 shares of Common Stock held of record by Blue Bird, L.P. (“Blue Bird”);and (iv) 32,886 shares of Common Stock held of record by Green Bird, L.P. (“Green Bird”). The amount reported as beneficially owned also includes 8,288 shares of Common Stock that are held of record by Permal Apollo Value Investment Fund Ltd. (“Permal Fund”).

AP Charter Holdings (Sub II MM), LLC (“AP Charter Sub MM”) is the sole member and manager of AP Charter Sub II, and AP Charter Holdings, L.P. (“AP Charter”) is the sole member and manager of AP Charter Sub MM. Apollo Advisors VI, L.P. (“Advisors VI”) and Apollo Advisors VII, L.P. (“Advisors VII”) serve as the general partners of AP Charter. Apollo Capital Management VI, LLC (“ACM VI”) serves as the general partner of Advisors VI, and Apollo Capital Management VII, LLC (“ACM VII”) serves as the general partner of Advisors VII. Apollo Principal Holdings I, L.P. (“Principal I”) is the sole member and manager of each of ACM VI and ACM VII. Apollo Principal Holdings I GP, LLC (“Principal I GP”) serves as the general partner of Principal I.

Red Bird GP, Ltd. (“Red Bird GP”) is the general partner of Red Bird, Blue Bird GP, Ltd. (“Blue Bird GP”) is the general partner of Blue Bird, and Green Bird GP, Ltd. (“Green Bird GP”) is the general partner of Green Bird. Apollo SVF Management, L.P. (“SVF Management”) is the director of each of Red Bird GP and Blue Bird GP. SVF Management also serves as the investment manager for the Permal Fund, and as such has the authority to make investment decisions on behalf of, and vote securities held by, Permal Fund. Apollo Value Management, L.P. (“Value Management”) is the director of Green Bird GP. The general partner of SVF Management is Apollo SVF Management GP, LLC (“SVF Management GP”), and the general partner of Value Management is Apollo Value Management GP, LLC (“Value Management GP”). Apollo Capital Management, L.P. (“Capital Management”) is the sole member and manager of each of SVF Management GP and Value Management GP. The general partner of Capital Management is Apollo Capital Management GP, LLC (“Capital Management GP”).

The sole shareholder of Red Bird GP is Apollo SOMA Advisors, L.P. (“SOMA Advisors”), the sole shareholder of Blue Bird GP is Apollo SVF Advisors, L.P. (“SVF Advisors”), and the sole shareholder of Green Bird GP is Apollo Value Advisors, L.P. (“Value Advisors”). The general partner of SOMA Advisors is Apollo SOMA Capital Management, LLC (“SOMA Capital Management”), the general partner of SVF Advisors is Apollo SVF Capital Management, LLC (“SVF Capital Management”), and the general partner of Value Advisors is Apollo Value Capital Management, LLC (“Value Capital Management”). Apollo Principal Holdings II, L.P. (“Principal II”) is the sole member and manager of each of SOMA Capital Management, SVF Capital Management and Value Capital Management. Apollo Principal Holdings II GP, LLC (“Principal Holdings GP”) is the general partner of Principal II.

Apollo Management Holdings, L.P. (“Management Holdings”) is the sole member and manager of each of Capital Management GP and International GP, and Apollo Management Holdings GP, LLC (“Management Holdings GP”) is the general partner of Management Holdings. Leon Black, Joshua Harris and Marc Rowan are the managers of Principal I GP and Principal II GP, and the managers as well as principal executive officers of Management Holdings GP.

Neither AP Charter Sub II, AP Charter Sub MM or AP Charter has any voting or dispositive power over the shares of Common Stock held of record by any of Red Bird, Blue Bird, Green Bird or Permal Fund, respectively, and none of Red Bird, Blue Bird, Green Bird or Permal Fund have any voting or dispositive power over the shares of Common Stock held of record or beneficially owned by AP Charter Sub II, AP Charter Sub MM or AP Charter. AP Charter Sub II, Red Bird, Blue Bird and Green Bird each disclaim beneficial ownership of any shares of the Common Stock held of record by one another or by Permal Fund, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. AP Charter Sub MM, AP Charter, Advisors VI, ACM VI, Advisors VII, ACM VII, Principal I, Principal I GP, Red Bird GP, Blue Bird GP, Green Bird GP, SVF Management, SVF Management GP, Value Management, Value Management GP, Capital Management, Capital Management GP, SOMA Advisors, SOMA Capital Management, SVF Advisors, SVF Capital Management, Value Advisors, Value Capital Management, Principal II, Principal II GP, Management Holdings, Management Holdings GP, and Messrs. Leon Black, Joshua Harris and Marc Rowan, each disclaim beneficial ownership of all shares of the Common Stock held of record by AP Charter Sub II, Red Bird, Blue Bird, Green Bird or Permal Fund, in excess of their pecuniary interests in such securities, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

The principal address for AP Charter Sub II, AP Charter Sub MM, AP Charter, Advisors VI, ACM VI, Advisors VII, ACM VII, Principal I, Principal I GP, SOMA Advisors, SOMA Capital Management, SVF Advisors, SVF Capital Management, Value Advisors, Value Capital Management, Principal II and Principal II GP is One Manhattanville Road, Suite 201, Purchase, New York 10577. The principal address for Red Bird, Red Bird GP, Blue Bird, Blue Bird GP, Green Bird and Green Bird GP is c/o Intertrust Corporate Services (Cayman) Limited, 87 Mary Street, George Town, Grand Cayman KY1-9005, Cayman Islands. The principal address for SVF Management, SVF Management GP, Value Management, Value Management GP, Capital Management, Capital Management GP, Management Holdings, Management Holdings GP, and Messrs. Black, Harris and Rowan, is 9 West 57th Street, 43rd Floor, New York, New York 10019.

EX-99.2 3 ex-99d2.htm EX-99.2

Exhibit 99.2

This Statement on Form 4 is filed by: (i) AP Charter Holdings (Sub II), LLC, (ii) Red Bird, L.P., (iii) Blue Bird, L.P., (iv) Green Bird, L.P., (v) AP Charter Holdings (Sub II MM), LLC; (vi) AP Charter Holdings, L.P., (vii) Apollo Advisors VI, L.P., (viii) Apollo Capital Management VI, LLC, (ix) Apollo Advisors VII, L.P., (x) Apollo Capital Management VII, LLC, (xi) Apollo Principal Holdings I, L.P., (xii) Apollo Principal Holdings I GP, LLC, (xiii) Red Bird GP, Ltd., (xiv) Blue Bird GP, Ltd., (xv) Green Bird GP, Ltd., (xvi) Apollo SVF Management, L.P., (xvii) Apollo SVF Management GP, LLC, (xviii) Apollo Value Management, L.P., (xix) Apollo Value Management GP, LLC, (xx) Apollo Capital Management, L.P., (xxi) Apollo Capital Management GP, LLC, (xxii) Apollo SOMA Advisors, L.P., (xxiii) Apollo SOMA Capital Management, LLC, (xxiv) Apollo SVF Advisors, L.P., (xxv) Apollo SVF Capital Management, LLC, (xxvi) Apollo Value Advisors, L.P., (xxvii) Apollo Value Capital Management, LLC, (xxviii) Apollo Principal Holdings II, L.P., (xxix) Apollo Principal Holdings II GP, LLC, (xxx) Apollo Management Holdings, L.P., and (xxxi) Apollo Management Holdings GP, LLC

Name of Designated Filer: Apollo Management Holdings GP, LLC

Date of Event Requiring Statement: November 29, 2012

Issuer Name and Ticker or Trading Symbol: Charter Communications, Inc. [CHTR]

AP CHARTER HOLDINGS (SUB II), LLC

By:		/s/ Laurie D. Medley
Name:		Laurie D. Medley
Title:		Vice President


AP CHARTER HOLDINGS (SUB II MM), LLC

By:		/s/ Laurie D. Medley
Name:		Laurie D. Medley
Title:		Vice President


RED BIRD, L.P.

By:	Red Bird GP, Ltd.
	its general partner

	By:		Apollo SVF Management, L.P.
			its director

			By:	Apollo SVF Management GP, LLC
				its general partner

				By:	/s/ Laurie D. Medley
				Name:	Laurie D. Medley
				Title:	Vice President

BLUE BIRD, L.P.

By:	Blue Bird GP, Ltd.
	its general partner

	By:	Apollo SVF Management, L.P.
		its director

		By:	Apollo SVF Management GP, LLC
			its general partner

			By:		/s/ Laurie D. Medley
			Name:		Laurie D. Medley
			Title:		Vice President


GREEN BIRD, L.P.

By:	Green Bird GP, Ltd.
	its general partner

	By:	Apollo Value Management, LP.
		its director

		By:	Apollo Value Management GP, LLC
			its general partner

			By		/s/ Laurie D. Medley
			Name:		Laurie D. Medley
			Title:		Vice President


AP CHARTER HOLDINGS, L.P.

By:	Apollo Advisors VI, L.P.,
	its general partner

	Apollo Advisors VII, L.P.,
	its general partner

	By:	Apollo Capital Management VI, LLC,
		its general partner

		Apollo Capital Management VII, LLC,
		its general partner

		By:		/s/ Laurie D. Medley
		Name:		Laurie D. Medley
		Title:		Vice President

APOLLO ADVISORS VI, L.P.

By:	Apollo Capital Management VI, LLC,
	its general partner

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President


APOLLO CAPITAL MANAGEMENT VI, LLC

By:		/s/ Laurie D. Medley
Name:		Laurie D. Medley
Title:		Vice President


APOLLO ADVISORS VII, L.P.

By:	Apollo Capital Management VII, LLC,
	its general partner

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President


APOLLO CAPITAL MANAGEMENT VII, LLC

By:		/s/ Laurie D. Medley
Name:		Laurie D. Medley
Title:		Vice President


APOLLO PRINCIPAL HOLDINGS I, L.P.

By:	Apollo Principal Holdings I GP, LLC,
	its general partner

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President


APOLLO PRINCIPAL HOLDINGS I GP, LLC

By:		/s/ Laurie D. Medley
Name:		Laurie D. Medley
Title:		Vice President

RED BIRD GP, LTD.

By:	Apollo SVF Management, L.P.
	its director

	By:	Apollo SVF Management GP, LLC
		its general partner

		By:		/s/ Laurie D. Medley
		Name:		Laurie D. Medley
		Title:		Vice President


BLUE BIRD GP, LTD.

By:	Apollo SVF Management, L.P.
	its director

	By:	Apollo SVF Management GP, LLC
		its general partner

		By:		/s/ Laurie D. Medley
		Name:		Laurie D. Medley
		Title:		Vice President


GREEN BIRD GP, LTD.

By:	Apollo Value Management, L.P.
	its director

	By:	Apollo Value Management GP, LLC
		its general partner

		By:		/s/ Laurie D. Medley
		Name:		Laurie D. Medley
		Title:		Vice President


APOLLO SVF MANAGEMENT, L.P.

By:	Apollo SVF Management GP, LLC
	its general partner


	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President

APOLLO SVF MANAGEMENT GP, LLC


By:		/s/ Laurie D. Medley
Name:		Laurie D. Medley
Title:		Vice President


APOLLO VALUE MANAGEMENT, L.P.

By:	Apollo Value Management GP, LLC
	its general partner

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President


APOLLO VALUE MANAGEMENT GP, LLC

By:		/s/ Laurie D. Medley
Name:		Laurie D. Medley
Title:		Vice President


APOLLO CAPITAL MANAGEMENT, L.P.

By:	Apollo Capital Management GP, LLC
	its general partner

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President


APOLLO CAPITAL MANAGEMENT GP, LLC

By:		/s/ Laurie D. Medley
Name:		Laurie D. Medley
Title:		Vice President


APOLLO SOMA ADVISORS, L.P.

By:	Apollo SOMA Capital Management, LLC
	its general partner

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President

APOLLO SOMA CAPITAL MANAGEMENT, LLC

By:		/s/ Laurie D. Medley
Name:		Laurie D. Medley
Title:		Vice President


APOLLO SVF ADVISORS, L.P.

By:	Apollo SVF Capital Management, LLC
	its general partner

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President


APOLLO SVF CAPITAL MANAGEMENT, LLC

By:		/s/ Laurie D. Medley
Name:		Laurie D. Medley
Title:		Vice President


APOLLO VALUE ADVISORS, L.P.

By:	Apollo Value Capital Management, LLC
	its general partner

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President


APOLLO VALUE CAPITAL MANAGEMENT, LLC

By:		/s/ Laurie D. Medley
Name:		Laurie D. Medley
Title:		Vice President


APOLLO PRINCIPAL HOLDINGS II, L.P.

By:	Apollo Principal Holdings II GP, LLC
	its general partner

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President

APOLLO PRINCIPAL HOLDINGS II GP, LLC

By:		/s/ Laurie D. Medley
Name:		Laurie D. Medley
Title:		Vice President


APOLLO MANAGEMENT HOLDINGS, L.P.

By:	Apollo Management Holdings GP, LLC
	its general partner

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President


APOLLO MANAGEMENT HOLDINGS GP, LLC

By:		/s/ Laurie D. Medley
Name:		Laurie D. Medley
Title:		Vice President