CHARTER COMMUNICATIONS, INC. /MO/ — Major Shareholding Notification 2012

Feb 10, 2012

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

*SCHEDULE 13G*

*(Amendment No. 1)**

*Under the Securities Exchange Act of 1934*

*CHARTER COMMUNICATIONS, INC.*

(Name of Issuer)

*Common Stock, par value $0.001*

(Title of Class of Securities)

*16117M305*

(CUSIP Number)

*December 31, 2011*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SEC 1745 (3-06)

SEQ.=1,FOLIO='',FILE='C:\JMS\105568\12-4598-4\task5096290\4598-4-ba.htm',USER='105568',CD='Feb 10 06:39 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AP Charter Holdings (Sub), LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 30,621,376 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 30,621,376 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 30,621,376 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 29.9%
12	Type of Reporting Person (See Instructions) OO

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\106728\12-4598-4\task5096150\4598-4-bc.htm',USER='106728',CD='Feb 10 05:25 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Red Bird, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 1,386,366 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 1,386,366 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,386,366 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 1.4%
12	Type of Reporting Person (See Instructions) PN

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\106728\12-4598-4\task5096150\4598-4-bc.htm',USER='106728',CD='Feb 10 05:25 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Blue Bird, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 159,945 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 159,945 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 159,945 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 0.2%
12	Type of Reporting Person (See Instructions) PN

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\106728\12-4598-4\task5096150\4598-4-bc.htm',USER='106728',CD='Feb 10 05:25 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Green Bird, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 58,996 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 58,996 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 58,996 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 0.1%
12	Type of Reporting Person (See Instructions) PN

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\106728\12-4598-4\task5096150\4598-4-bc.htm',USER='106728',CD='Feb 10 05:25 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AAA Co-Invest VI BC, Ltd.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 363,314 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 363,314 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 363,314 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 0.4%
12	Type of Reporting Person (See Instructions) CO

6

SEQ.=1,FOLIO='6',FILE='C:\JMS\106728\12-4598-4\task5096150\4598-4-be.htm',USER='106728',CD='Feb 10 05:27 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AAA Co-Invest VII BC, Ltd.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 246,763 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 246,763 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 246,763 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 0.2%
12	Type of Reporting Person (See Instructions) CO

7

SEQ.=1,FOLIO='7',FILE='C:\JMS\106728\12-4598-4\task5096150\4598-4-be.htm',USER='106728',CD='Feb 10 05:27 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AP Charter Holdings, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 31,315,736 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 31,315,736 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 31,315,736 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 30.3%
12	Type of Reporting Person (See Instructions) PN

8

SEQ.=1,FOLIO='8',FILE='C:\JMS\106728\12-4598-4\task5096150\4598-4-be.htm',USER='106728',CD='Feb 10 05:27 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Advisors VI, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 31,315,736 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 31,315,736 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 31,315,736 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 30.3%
12	Type of Reporting Person (See Instructions) PN

9

SEQ.=1,FOLIO='9',FILE='C:\JMS\106728\12-4598-4\task5096150\4598-4-be.htm',USER='106728',CD='Feb 10 05:27 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Management VI, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 31,315,736 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 31,315,736 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 31,315,736 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 30.3%
12	Type of Reporting Person (See Instructions) OO

10

SEQ.=1,FOLIO='10',FILE='C:\JMS\106728\12-4598-4\task5096150\4598-4-be.htm',USER='106728',CD='Feb 10 05:27 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Advisors VII, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 31,315,736 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 31,315,736 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 31,315,736 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 30.3%
12	Type of Reporting Person (See Instructions) PN

11

SEQ.=1,FOLIO='11',FILE='C:\JMS\106728\12-4598-4\task5096150\4598-4-be.htm',USER='106728',CD='Feb 10 05:27 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Management VII, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 31,315,736 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 31,315,736 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 31,315,736 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 30.3%
12	Type of Reporting Person (See Instructions) OO

12

SEQ.=1,FOLIO='12',FILE='C:\JMS\106728\12-4598-4\task5096150\4598-4-bg.htm',USER='106728',CD='Feb 10 05:30 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Principal Holdings I, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 31,315,736 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 31,315,736 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 31,315,736 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 30.3%
12	Type of Reporting Person (See Instructions) PN

13

SEQ.=1,FOLIO='13',FILE='C:\JMS\106728\12-4598-4\task5096150\4598-4-bg.htm',USER='106728',CD='Feb 10 05:30 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Principal Holdings I GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 31,315,736 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 31,315,736 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 31,315,736 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 30.3%
12	Type of Reporting Person (See Instructions) OO

14

SEQ.=1,FOLIO='14',FILE='C:\JMS\106728\12-4598-4\task5096150\4598-4-bg.htm',USER='106728',CD='Feb 10 05:30 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Red Bird GP, Ltd.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 1,386,366 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 1,386,366 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,386,366 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 1.4%
12	Type of Reporting Person (See Instructions) CO

15

SEQ.=1,FOLIO='15',FILE='C:\JMS\106728\12-4598-4\task5096150\4598-4-bg.htm',USER='106728',CD='Feb 10 05:30 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Blue Bird GP, Ltd.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 159,945 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 159,945 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 159,945 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 0.2%
12	Type of Reporting Person (See Instructions) CO

16

SEQ.=1,FOLIO='16',FILE='C:\JMS\106728\12-4598-4\task5096150\4598-4-bg.htm',USER='106728',CD='Feb 10 05:30 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Green Bird GP, Ltd.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 58,996 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 58,996 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 58,996 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 0.1%
12	Type of Reporting Person (See Instructions) CO

17

SEQ.=1,FOLIO='17',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bi.htm',USER='106200',CD='Feb 10 03:23 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AAA Guarantor — Co-Invest VI, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Guernsey
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 363,314 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 363,314 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 363,314 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 0.4%
12	Type of Reporting Person (See Instructions) PN

18

SEQ.=1,FOLIO='18',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bi.htm',USER='106200',CD='Feb 10 03:23 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AAA Guarantor — Co-Invest VII, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Guernsey
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 246,763 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 246,763 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 246,763 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 0.2%
12	Type of Reporting Person (See Instructions) PN

19

SEQ.=1,FOLIO='19',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bi.htm',USER='106200',CD='Feb 10 03:23 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SVF Management, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 1,556,224 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 1,556,224 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,556,224 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 1.5%
12	Type of Reporting Person (See Instructions) PN

20

SEQ.=1,FOLIO='20',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bi.htm',USER='106200',CD='Feb 10 03:23 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SVF Management GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 1,556,224 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 1,556,224 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,556,224 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 1.5%
12	Type of Reporting Person (See Instructions) OO

21

SEQ.=1,FOLIO='21',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bi.htm',USER='106200',CD='Feb 10 03:23 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Value Management, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 58,996 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 58,996 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 58,996 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 0.1%
12	Type of Reporting Person (See Instructions) PN

22

SEQ.=1,FOLIO='22',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bk.htm',USER='106200',CD='Feb 10 03:33 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Value Management GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 58,996 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 58,996 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 58,996 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 0.1%
12	Type of Reporting Person (See Instructions) OO

23

SEQ.=1,FOLIO='23',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bk.htm',USER='106200',CD='Feb 10 03:33 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Management, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 1,615,220 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 1,615,220 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,615,220 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 1.6%
12	Type of Reporting Person (See Instructions) PN

24

SEQ.=1,FOLIO='24',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bk.htm',USER='106200',CD='Feb 10 03:33 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Management GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 1,615,220 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 1,615,220 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,615,220 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 1.6%
12	Type of Reporting Person (See Instructions) OO

25

SEQ.=1,FOLIO='25',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bk.htm',USER='106200',CD='Feb 10 03:33 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SOMA Advisors, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 1,386,366 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 1,386,366 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,386,366 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 1.4%
12	Type of Reporting Person (See Instructions) PN

26

SEQ.=1,FOLIO='26',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bk.htm',USER='106200',CD='Feb 10 03:33 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SOMA Capital Management, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 1,386,366 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 1,386,366 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,386,366 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 1.4%
12	Type of Reporting Person (See Instructions) OO

27

SEQ.=1,FOLIO='27',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bm.htm',USER='106200',CD='Feb 10 03:35 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SVF Advisors, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 159,945 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 159,945 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 159,945 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 0.2%
12	Type of Reporting Person (See Instructions) PN

28

SEQ.=1,FOLIO='28',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bm.htm',USER='106200',CD='Feb 10 03:35 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SVF Capital Management, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 159,945 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 159,945 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 159,945 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 0.2%
12	Type of Reporting Person (See Instructions) OO

29

SEQ.=1,FOLIO='29',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bm.htm',USER='106200',CD='Feb 10 03:35 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Value Advisors, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 58,996 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 58,996 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 58,996 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 0.1%
12	Type of Reporting Person (See Instructions) PN

30

SEQ.=1,FOLIO='30',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bm.htm',USER='106200',CD='Feb 10 03:35 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Value Capital Management, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 58,996 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 58,996 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 58,996 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 0.1%
12	Type of Reporting Person (See Instructions) OO

31

SEQ.=1,FOLIO='31',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bm.htm',USER='106200',CD='Feb 10 03:35 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Principal Holdings II, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 1,605,307 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 1,605,307 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,605,307 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 1.6%
12	Type of Reporting Person (See Instructions) PN

32

SEQ.=1,FOLIO='32',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bo.htm',USER='106200',CD='Feb 10 03:40 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Principal Holdings II GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 1,605,307 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 1,605,307 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,605,307 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 1.6%
12	Type of Reporting Person (See Instructions) OO

33

SEQ.=1,FOLIO='33',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bo.htm',USER='106200',CD='Feb 10 03:40 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AAA MIP Limited
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Guernsey
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 610,077 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 610,077 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 610,077 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 0.6%
12	Type of Reporting Person (See Instructions) CO

34

SEQ.=1,FOLIO='34',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bo.htm',USER='106200',CD='Feb 10 03:40 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Alternative Assets, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 610,077 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 610,077 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 610,077 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 0.6%
12	Type of Reporting Person (See Instructions) PN

35

SEQ.=1,FOLIO='35',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bo.htm',USER='106200',CD='Feb 10 03:40 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo International Management, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 610,077 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 610,077 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 610,077 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 0.6%
12	Type of Reporting Person (See Instructions) PN

36

SEQ.=1,FOLIO='36',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bo.htm',USER='106200',CD='Feb 10 03:40 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo International Management GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 610,077 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 610,077 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 610,077 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 0.6%
12	Type of Reporting Person (See Instructions) OO

37

SEQ.=1,FOLIO='37',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bq.htm',USER='106200',CD='Feb 10 03:41 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Management Holdings, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 2,225,297 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 2,225,297 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,225,297 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 2.2%
12	Type of Reporting Person (See Instructions) PN

38

SEQ.=1,FOLIO='38',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bq.htm',USER='106200',CD='Feb 10 03:41 2012'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Management Holdings GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 2,225,297 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 2,225,297 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,225,297 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11	Percent of Class Represented by Amount in Row (9) 2.2%
12	Type of Reporting Person (See Instructions) OO

39

SEQ.=1,FOLIO='39',FILE='C:\JMS\106200\12-4598-4\task5095600\4598-4-bq.htm',USER='106200',CD='Feb 10 03:41 2012'

Item 1.
(a)	Name of Issuer Charter Communications, Inc.
(b)	Address of Issuer’s Principal Executive Offices 12405 Powerscourt Drive St. Louis, Missouri 63131
Item 2.
(a)	Name of Person Filing This statement is filed by (i) AP Charter Holdings (Sub), LLC (“AP Charter Sub”), (ii) Red Bird, L.P. (“Red Bird”), (iii) Blue Bird, L.P. (“Blue Bird”), (iv) Green Bird, L.P. (“Green Bird”), (v) AAA Co-Invest VI BC, Ltd. (“AAA VI”), (vi) AAA Co-Invest VII BC, Ltd. (“AAA VII”), (vii) AP Charter Holdings, L.P. (“AP Charter”), (viii) Apollo Advisors VI, L.P. (“Advisors VI”), (ix) Apollo Capital Management VI, LLC (“ACM VI”), (x) Apollo Advisors VII, L.P. (“Advisors VII”), (xi) Apollo Capital Management VII, LLC (“ACM VII”), (xii) Apollo Principal Holdings I, L.P. (“Principal I”), (xiii) Apollo Principal Holdings I GP, LLC (“Principal I GP”), (xiv) Red Bird GP, Ltd. (“Red Bird GP”), (xv) Blue Bird GP, Ltd. (“Blue Bird GP”), (xvi) Green Bird GP, Ltd. (“Green Bird GP”), (xvii) AAA Guarantor — Co-Invest VI, L.P. (“AAA Guarantor VI”), (xviii) AAA Guarantor — Co-Invest VII, L.P. (“AAA Guarantor VII”), (xix) Apollo SVF Management, L.P. (“SVF Management”), (xx) Apollo SVF Management GP, LLC (“SVF Management GP”), (xxi) Apollo Value Management, L.P. (“Value Management”), (xxii) Apollo Value Management GP, LLC (“Value Management GP”), (xxiii) Apollo Capital Management, L.P. (“Capital Management”), (xxiv) Apollo Capital Management GP, LLC (“Capital Management GP”), (xxv) Apollo SOMA Advisors, L.P. (“SOMA Advisors”), (xxvi) Apollo SOMA Capital Management, LLC (“SOMA Capital Management”), (xxvii) Apollo SVF Advisors, L.P. (“SVF Advisors”), (xxviii) Apollo SVF Capital Management, LLC (“SVF Capital Management”), (xxix) Apollo Value Advisors, L.P. (“Value Advisors”), (xxx) Apollo Value Capital Management, LLC (“Value Capital Management”), (xxxi) Apollo Principal Holdings II, L.P. (“Principal II”), (xxxii) Apollo Principal Holdings II GP, LLC (“Principal II GP”), (xxxiii) AAA MIP Limited (“AAA MIP”), (xxxiv) Apollo Alternative Assets, L.P. (“Alternative Assets”), (xxxv) Apollo International Management, L.P. (“Intl Management”), (xxxvi) Apollo International Management GP, LLC (“International GP”), (xxxvii) Apollo Management Holdings, L.P. (“Management Holdings”), and (xxxviii) Apollo Management Holdings GP, LLC (“Management Holdings GP”), all of which are collectively referred to herein as the “Reporting Persons.”

40

SEQ.=1,FOLIO='40',FILE='C:\JMS\C901213\12-4598-4\task5097130\4598-4-bs.htm',USER='C901213',CD='Feb 10 11:52 2012'

	AP Charter Sub, Red Bird, Blue Bird, Green Bird, AAA VI and AAA VII each hold shares of the Class A common stock of the Issuer. AP Charter serves as the sole member and manager of AP Charter Sub. Advisors VI and Advisors VII serve as the general partners of AP Charter. ACM VI serves as the general partner of Advisors VI and ACM VII serves as the general partner of Advisors VII. Principal Holdings I serves as the sole member and manager of each of ACM VI and ACM VII. Principal I GP serves as the general partner of Principal I. Red Bird GP serves as the general partner of Red Bird, Blue Bird GP serves as the general partner of Blue Bird, and Green Bird GP serves as the general partner of Green Bird. AAA Guarantor VI serves as the sole shareholder of AAA VI, and AAA Guarantor VII serves as the sole shareholder of AAA VII. SVF Management serves as the director of each of Red Bird GP and Blue Bird GP, and Value Management serves as the director of Green Bird GP. SVF Management GP serves as the general partner of SVF Management and Value Management GP serves as the general partner of Value Management. Capital Management serves as the sole member and manager of each of SVF Management GP and Value Management GP. Capital Management GP serves as the general partner of Capital Management. SOMA Advisors serves as the sole shareholder of Red Bird GP, SVF Advisors serves as the sole shareholder of Blue Bird GP, and Value Advisors serves as the sole shareholder of Green Bird GP. SOMA Capital Management serves as the general partner of SOMA, SVF Capital Management serves as the general partner of SVF Advisors, and Value Capital Management serves as the general partner of Value Advisors. Principal II serves as the sole member and manager of each of SOMA Capital Management, SVF Capital Management and Value Capital Management. Principal II GP serves as the general partner of Principal II. AAA MIP serves as the general partner of each of AAA Guarantor VI and AAA Guarantor VII. Alternative Assets provides management services to AAA MIP. Intl Management serves as the managing general partner of Alternative Assets, and International GP serves as the general partner of Intl Management. Management Holdings serves as the sole member and manager of each of Capital Management GP and International GP, and Management Holdings GP serves as the general partner of Management Holdings.
(b)	Address of Principal Business Office or, if none, Residence The principal address of AP Charter Sub, 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, Principal II GP and Alternative Assets is One Manhattanville Road, Suite 201, Purchase, New York 10577. The principal address of Red Bird, Red Bird GP, Blue Bird, Blue Bird GP, Green Bird, Green Bird GP, AAA VI and AAA VII is Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9005, Cayman Islands. The principal address of AAA Guarantor VI, AAA Guarantor VII and AAA MIP is Trafalgar Court, Les Banques, GY1 3QL, St. Peter Port, Guernsey, Channel Islands. The principal address of SVF Management, SVF Management GP, Value Management, Value Management GP, Capital Management, Capital Management GP, Intl Management, International GP, Management Holdings and Management Holdings GP is 9 W. 57 th Street, 43 rd Floor, New York, New York 10019.
(c)	Citizenship AP Charter, Advisors VI, Advisors VII, Principal I, SVF Management, Value Management, Capital Management, SOMA Advisors, SVF Advisors, Value Advisors, Principal II, Intl Management and Management Holdings are each Delaware limited partnerships. AP Charter Sub, ACM VI, ACM VII, Principal I GP, SVF Management GP, Value Management GP, Capital Management GP, SOMA Capital Management, SVF Capital Management, Value Capital Management, Principal II GP, International GP and Management Holdings GP are each Delaware limited liability companies. Red Bird, Blue Bird, Green Bird and Alternative Assets are each exempted limited partnerships registered in the Cayman Islands. Red Bird GP, Blue Bird GP, Green Bird GP, AAA VI and AAA VII are each exempted companies incorporated in the Cayman Islands with limited liability. AAA Guarantor VI and AAA Guarantor VII are each Guernsey limited partnerships, and AAA MIP is a limited company incorporated in Guernsey.

41

SEQ.=1,FOLIO='41',FILE='C:\JMS\C901213\12-4598-4\task5097130\4598-4-bs.htm',USER='C901213',CD='Feb 10 11:52 2012'

	(d)	Title of Class of Securities Class A common stock, par value $0.001 (“Class A common stock” or “Common Stock”).
	(e)	CUSIP Number 16117M305
Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	Not applicable.

Item 4.
(a)	Amount beneficially owned:

AP Charter Sub:	30,621,376 shares of Class A common stock
Red Bird:	1,386,366 shares of Class A common stock
Blue Bird:	159,945 shares of Class A common stock
Green Bird:	58,996 shares of Class A common stock
AAA VI:	363,314 shares of Class A common stock
AAA VII:	246,763 shares of Class A common stock
AP Charter:	31,315,736 shares of Class A common stock
Advisors VI:	31,315,736 shares of Class A common stock
Advisors VII:	31,315,736 shares of Class A common stock
ACM VI:	31,315,736 shares of Class A common stock
ACM VII:	31,315,736 shares of Class A common stock
Principal I:	31,315,736 shares of Class A common stock
Principal I GP:	31,315,736 shares of Class A common stock
Red Bird GP:	1,386,366 shares of Class A common stock
Blue Bird GP:	159,945 shares of Class A common stock
SVF Management:	1,556,224 shares of Class A common stock
SFV Management GP:	1,556,224 shares of Class A common stock
Green Bird GP:	58,996 shares of Class A common stock
Value Management:	58,996 shares of Class A common stock
Value Management GP:	58,996 shares of Class A common stock
Capital Management:	1,615,220 shares of Class A common stock
Capital Management GP:	1,615,220 shares of Class A common stock
SOMA Advisors:	1,386,366 shares of Class A common stock
SOMA Capital Management:	1,386,366 shares of Class A common stock
SVF Advisors:	159,945 shares of Class A common stock
SVF Capital Management:	159,945 shares of Class A common stock
Value Advisors:	58,996 shares of Class A common stock
Value Capital Management:	58,996 shares of Class A common stock
Principal II:	1,605,307 shares of Class A common stock
Principal II GP:	1,605,307 shares of Class A common stock
AAA Guarantor VI:	363,314 shares of Class A common stock
AAA Guarantor VII:	246,763 shares of Class A common stock
AAA MIP:	610,077 shares of Class A common stock
Alternative Assets:	610,077 shares of Class A common stock
Intl Management:	610,077 shares of Class A common stock
International GP:	610,077 shares of Class A common stock
Management Holdings:	2,225,297 shares of Class A common stock
Management Holdings GP:	2,225,297 shares of Class A common stock

42

SEQ.=1,FOLIO='42',FILE='C:\JMS\C901213\12-4598-4\task5097130\4598-4-bs.htm',USER='C901213',CD='Feb 10 11:52 2012'

The number of shares reported as beneficially owned by the Reporting Persons includes an aggregate of 931,368 shares of Common Stock issuable upon the exercise of warrants held by AP Charter, Red Bird, Blue Bird, Green Bird, AAA VI and AAA VII respectively, of which AP Charter holds warrants exercisable for 694,360 shares of Common Stock, Red Bird holds warrants exercisable for 121,370 shares of Common Stock, Blue Bird holds warrants exercisable for 45,243 shares of Common Stock, Green Bird holds warrants exercisable for 19,661 shares of Common Stock, AAA VI holds warrants exercisable for 30,213 shares of Common Stock and AAA VII holds warrants exercisable for 20,521 shares of Common Stock. The number of shares reported as beneficially owned by SVF Management also includes 9,913 shares of the Issuer’s common stock held by Permal Apollo Value Investment Fund Ltd. (“Permal Fund”), which entered into an Investment Advisory Agreement with SVF Management in December 2009 whereby SVF Management is given the authority to make investment decisions on behalf of, and vote securities held by, Permal Fund. The shares held by Permal Fund are therefore included in the shares shown as beneficially owned by SVF Management, SVF Management GP, Capital Management, Capital Management GP, Holdings and Holdings GP in this section (a) of Item 4 and sections (b) and (c) of Item 4 below. AP Charter Sub, AP Charter, Red Bird, Blue Bird, Green Bird, AAA VI and AAA VII each disclaims beneficial ownership of all shares of the Class A common stock included in this report other than the shares of Class A common stock held of record, or issuable upon the exercise of warrants held by, such Reporting Person, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. Advisors VI, ACM VI, Advisors VII, ACM VII, Principal I, Principal I GP, Red Bird GP, Blue Bird GP, Green Bird GP, AAA Guarantor VI, AAA Guarantor VII, 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, AAA MIP, Alternative Assets, Intl Management, International GP, Management Holdings, Management Holdings GP, and Messrs. Leon Black, Joshua Harris and Marc Rowan, the managers of Principal I GP and Principal II GP, and the managers as well as principal executive officers of Management Holdings GP, disclaim beneficial ownership of all shares of the Class A common stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

43

SEQ.=1,FOLIO='43',FILE='C:\JMS\C901213\12-4598-4\task5097130\4598-4-bs.htm',USER='C901213',CD='Feb 10 11:52 2012'

(b) Percent of class:

AP Charter Sub:	29.9%
Red Bird:	1.4%
Blue Bird:	0.2%
Green Bird:	0.1%
AAA VI:	0.4%
AAA VII:	0.2%
AP Charter:	30.3%
Advisors VI:	30.3%
Advisors VII:	30.3%
ACM VI:	30.3%
ACM VII:	30.3%
Principal I:	30.3%
Principal I GP:	30.3%
Red Bird GP:	1.4%
Blue Bird GP:	0.2%
SVF Management:	1.5%
SFV Management GP:	1.5%
Green Bird GP:	0.1%
Value Management:	0.1%
Value Management GP:	0.1%
Capital Management:	1.6%
Capital Management GP:	1.6%
SOMA Advisors:	1.4%
SOMA Capital Management:	1.4%
SVF Advisors:	0.2%
SVF Capital Management:	0.2%
Value Advisors:	0.1%
Value Capital Management:	0.1%
Principal II:	1.6%
Principal II GP:	1.6%
AAA Guarantor VI:	0.4%
AAA Guarantor VII:	0.2%
AAA MIP:	0.6%
Alternative Assets:	0.6%
Intl Management:	0.6%
International GP:	0.6%
Management Holdings:	2.2%
Management Holdings GP:	2.2%

The percentage amounts are based on 102,492,260 shares of Class A common stock outstanding as of December 30, 2011, which reflects: (a) 107,633,812 shares of Class A common stock outstanding as of September 30, 2011 according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2011, and (b) the Issuer’s repurchase of 5,141,286 shares of Class A common stock from certain of its stockholders, including certain of the Reporting Persons, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2011.

44

SEQ.=1,FOLIO='44',FILE='C:\JMS\C901213\12-4598-4\task5097130\4598-4-bs.htm',USER='C901213',CD='Feb 10 11:52 2012'

(c)
(i)	Sole power to vote or to direct the vote: 0 for all Reporting Persons.
(ii)	Shared power to vote or to direct the vote:

AP Charter Sub:	30,621,376 shares of Class A common stock
Red Bird:	1,386,366 shares of Class A common stock
Blue Bird:	159,945 shares of Class A common stock
Green Bird:	58,996 shares of Class A common stock
AAA VI:	363,314 shares of Class A common stock
AAA VII:	246,763 shares of Class A common stock
AP Charter:	31,315,736 shares of Class A common stock
Advisors VI:	31,315,736 shares of Class A common stock
Advisors VII:	31,315,736 shares of Class A common stock
ACM VI:	31,315,736 shares of Class A common stock
ACM VII:	31,315,736 shares of Class A common stock
Principal I:	31,315,736 shares of Class A common stock
Principal I GP:	31,315,736 shares of Class A common stock
Red Bird GP:	1,386,366 shares of Class A common stock
Blue Bird GP:	159,945 shares of Class A common stock
SVF Management:	1,556,224 shares of Class A common stock
SFV Management GP:	1,556,224 shares of Class A common stock
Green Bird GP:	58,996 shares of Class A common stock
Value Management:	58,996 shares of Class A common stock
Value Management GP:	58,996 shares of Class A common stock
Capital Management:	1,615,220 shares of Class A common stock
Capital Management GP:	1,615,220 shares of Class A common stock
SOMA Advisors:	1,386,366 shares of Class A common stock
SOMA Capital Management:	1,386,366 shares of Class A common stock
SVF Advisors:	159,945 shares of Class A common stock
SVF Capital Management:	159,945 shares of Class A common stock
Value Advisors:	58,996 shares of Class A common stock
Value Capital Management:	58,996 shares of Class A common stock
Principal II:	1,605,307 shares of Class A common stock
Principal II GP:	1,605,307 shares of Class A common stock
AAA Guarantor VI:	363,314 shares of Class A common stock
AAA Guarantor VII:	246,763 shares of Class A common stock
AAA MIP:	610,077 shares of Class A common stock
Alternative Assets:	610,077 shares of Class A common stock
Intl Management:	610,077 shares of Class A common stock
International GP:	610,077 shares of Class A common stock
Management Holdings:	2,225,297 shares of Class A common stock
Management Holdings GP:	2,225,297 shares of Class A common stock

(iii) Sole power to dispose or to direct the disposition of: 0 for all Reporting Persons.

45

SEQ.=1,FOLIO='45',FILE='C:\JMS\C901213\12-4598-4\task5097130\4598-4-bs.htm',USER='C901213',CD='Feb 10 11:52 2012'

(iv) Shared power to dispose or to direct the disposition of:

AP Charter Sub:	30,621,376 shares of Class A common stock
Red Bird:	1,386,366 shares of Class A common stock
Blue Bird:	159,945 shares of Class A common stock
Green Bird:	58,996 shares of Class A common stock
AAA VI:	363,314 shares of Class A common stock
AAA VII:	246,763 shares of Class A common stock
AP Charter:	31,315,736 shares of Class A common stock
Advisors VI:	31,315,736 shares of Class A common stock
Advisors VII:	31,315,736 shares of Class A common stock
ACM VI:	31,315,736 shares of Class A common stock
ACM VII:	31,315,736 shares of Class A common stock
Principal I:	31,315,736 shares of Class A common stock
Principal I GP:	31,315,736 shares of Class A common stock
Red Bird GP:	1,386,366 shares of Class A common stock
Blue Bird GP:	159,945 shares of Class A common stock
SVF Management:	1,556,224 shares of Class A common stock
SFV Management GP:	1,556,224 shares of Class A common stock
Green Bird GP:	58,996 shares of Class A common stock
Value Management:	58,996 shares of Class A common stock
Value Management GP:	58,996 shares of Class A common stock
Capital Management:	1,615,220 shares of Class A common stock
Capital Management GP:	1,615,220 shares of Class A common stock
SOMA Advisors:	1,386,366 shares of Class A common stock
SOMA Capital Management:	1,386,366 shares of Class A common stock
SVF Advisors:	159,945 shares of Class A common stock
SVF Capital Management:	159,945 shares of Class A common stock
Value Advisors:	58,996 shares of Class A common stock
Value Capital Management:	58,996 shares of Class A common stock
Principal II:	1,605,307 shares of Class A common stock
Principal II GP:	1,605,307 shares of Class A common stock
AAA Guarantor VI:	363,314 shares of Class A common stock
AAA Guarantor VII:	246,763 shares of Class A common stock
AAA MIP:	610,077 shares of Class A common stock
Alternative Assets:	610,077 shares of Class A common stock
Intl Management:	610,077 shares of Class A common stock
International GP:	610,077 shares of Class A common stock
Management Holdings:	2,225,297 shares of Class A common stock
Management Holdings GP:	2,225,297 shares of Class A common stock

Item 5.	Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
	Not applicable.
Item 8.	Identification and Classification of Members of the Group.
	Not applicable.
Item 9.	Notice of Dissolution of Group.
	Not applicable.
Item 10.	Certification.
	Not applicable.

[The remainder of this page intentionally left blank.]

46

SEQ.=1,FOLIO='46',FILE='C:\JMS\C901213\12-4598-4\task5097130\4598-4-bs.htm',USER='C901213',CD='Feb 10 11:52 2012'

*SIGNATURE*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2012

AP CHARTER HOLDINGS (SUB), LLC — By:	AP Charter Holdings, L.P.
	its sole member and manager
	By:	Apollo Advisors VI, L.P.
		its general partner
		By:	Apollo Capital Management VI, LLC,
			its general partner
			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/ Joseph D. Glatt
			Name:	Joseph D. Glatt
			Title:	Vice President

47

SEQ.=1,FOLIO='47',FILE='C:\JMS\C901213\12-4598-4\task5097130\4598-4-bs.htm',USER='C901213',CD='Feb 10 11:52 2012'

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/ Joseph D. Glatt
			Name:	Joseph D. Glatt
			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/ Joseph D. Glatt
			Name:	Joseph D. Glatt
			Title:	Vice President
AAA CO-INVEST VI BC, LTD.
By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Director
AAA CO-INVEST VII BC, LTD.
By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Director

48

SEQ.=1,FOLIO='48',FILE='C:\JMS\106200\12-4598-4\task5096265\4598-4-bu.htm',USER='106200',CD='Feb 10 06:27 2012'

AP CHARTER HOLDINGS, L.P. — By:	Apollo Advisors VI, L.P.
	its general partner
	By:	Apollo Capital Management VI, 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

49

SEQ.=1,FOLIO='49',FILE='C:\JMS\106200\12-4598-4\task5096265\4598-4-bu.htm',USER='106200',CD='Feb 10 06:27 2012'

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/ Joseph D. Glatt
		Name:	Joseph D. Glatt
		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/ Joseph D. Glatt
		Name:	Joseph D. Glatt
		Title:	Vice President

50

SEQ.=1,FOLIO='50',FILE='C:\JMS\106200\12-4598-4\task5096265\4598-4-bu.htm',USER='106200',CD='Feb 10 06:27 2012'

GREEN BIRD GP, LTD.
By:	Apollo Value Management, L.P.
	its director
	By:	Apollo Value Management GP, LLC
		its general partner
		By:	/s/ Joseph D. Glatt
		Name:	Joseph D. Glatt
		Title:	Vice President
AAA GUARANTOR — CO-INVEST VI, L.P.
By:	AAA MIP Limited
	its general partner
	By:	Apollo Alternative Assets, L.P.
		its investment manager
		By:	Apollo International Management, L.P.
			its managing general partner
			By:	Apollo International Management GP, LLC
				its general partner
				By:	/s/ Laurie D. Medley
					Laurie D. Medley
					Vice President
AAA GUARANTOR — CO-INVEST VII, L.P.

By:
its general partner
By:	Apollo Alternative Assets, L.P.
	its investment manager
	By:	Apollo International Management, L.P.
		its managing general partner
		By:	Apollo International Management GP, LLC
			its general partner
			By:	/s/ Laurie D. Medley
				Laurie D. Medley
				Vice President

51

SEQ.=1,FOLIO='51',FILE='C:\JMS\106200\12-4598-4\task5096265\4598-4-bw.htm',USER='106200',CD='Feb 10 06:28 2012'

APOLLO SVF MANAGEMENT, L.P. — By:	Apollo SVF Management GP, LLC
	its general partner
	By:	/s/ Joseph D. Glatt
	Name:	Joseph D. Glatt
	Title:	Vice President
APOLLO SVF MANAGEMENT GP, LLC
By:	/s/ Joseph D. Glatt
Name:	Joseph D. Glatt
Title:	Vice President
APOLLO VALUE MANAGEMENT, L.P.
By:	Apollo Value Management GP, LLC
	its general partner
	By:	/s/ Joseph D. Glatt
	Name:	Joseph D. Glatt
	Title:	Vice President
APOLLO VALUE MANAGEMENT GP, LLC
By:	/s/ Joseph D. Glatt
Name:	Joseph D. Glatt
Title:	Vice President
APOLLO CAPITAL MANAGEMENT, L.P.
By:	Apollo Capital Management GP, LLC
	its general partner
	By:	/s/ Joseph D. Glatt
	Name:	Joseph D. Glatt
	Title:	Vice President
APOLLO CAPITAL MANAGEMENT GP, LLC
By:	/s/ Joseph D. Glatt
Name:	Joseph D. Glatt
Title:	Vice President

52

SEQ.=1,FOLIO='52',FILE='C:\JMS\106200\12-4598-4\task5096265\4598-4-bw.htm',USER='106200',CD='Feb 10 06:28 2012'

APOLLO SOMA ADVISORS, L.P. — By:	Apollo SOMA Capital Management, LLC
	its general partner
	By:	/s/ Joseph D. Glatt
	Name:	Joseph D. Glatt
	Title:	Vice President
APOLLO SOMA CAPITAL MANAGEMENT, LLC
By:	/s/ Joseph D. Glatt
Name:	Joseph D. Glatt
Title:	Vice President
APOLLO SVF ADVISORS, L.P.
By:	Apollo SVF Capital Management, LLC
	its general partner
	By:	/s/ Joseph D. Glatt
	Name:	Joseph D. Glatt
	Title:	Vice President
APOLLO SVF CAPITAL MANAGEMENT, LLC
By:	/s/ Joseph D. Glatt
Name:	Joseph D. Glatt
Title:	Vice President
APOLLO VALUE ADVISORS, L.P.
By:	Apollo Value Capital Management, LLC
	its general partner
	By:	/s/ Joseph D. Glatt
	Name:	Joseph D. Glatt
	Title:	Vice President
APOLLO VALUE CAPITAL MANAGEMENT, LLC
By:	/s/ Joseph D. Glatt
Name:	Joseph D. Glatt
Title:	Vice President

53

SEQ.=1,FOLIO='53',FILE='C:\JMS\106200\12-4598-4\task5096265\4598-4-bw.htm',USER='106200',CD='Feb 10 06:28 2012'

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
AAA MIP LIMITED
By:	Apollo Alternative Assets, L.P.
	its investment manager
	By:	Apollo International Management, L.P.
		its managing general partner
		By:	Apollo International Management GP, LLC,
			its general partner
			By:	/s/ Laurie D. Medley
			Name:	Laurie D. Medley
			Title:	Vice President
APOLLO ALTERNATIVE ASSETS, L.P.
By:	Apollo International Management, L.P.
	its managing general partner
	By:	Apollo International Management GP, LLC
		its general partner
		By:	/s/ Laurie D. Medley
		Name:	Laurie D. Medley
		Title:	Vice President

54

SEQ.=1,FOLIO='54',FILE='C:\JMS\106200\12-4598-4\task5096265\4598-4-bw.htm',USER='106200',CD='Feb 10 06:28 2012'

APOLLO INTERNATIONAL MANAGEMENT, L.P. — By:	Apollo International Management GP, LLC
	its general partner
	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President
APOLLO INTERNATIONAL MANAGEMENT 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

55

SEQ.=1,FOLIO='55',FILE='C:\JMS\106200\12-4598-4\task5096265\4598-4-bw.htm',USER='106200',CD='Feb 10 06:28 2012'