UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Mindray Medical International Limited
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(Name of Issuer)
Class A ordinary shares, par value HK$0.001 per share
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(Title of Class of Securities)
602675100
--------------------------------------------
(CUSIP Number)
December 31, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] 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).
Persons who respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control
number.
SEC 1745 (3-06)
Page 1 of 24 pages
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CUSIP No. 602675100 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
The Goldman Sachs Group, Inc.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
5,870,413
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,870,413
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,870,413
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
9.7%
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12. Type of Reporting Person
HC-CO
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Page 2 of 24 pages
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CUSIP No. 602675100 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman, Sachs & Co.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
5,870,413
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,870,413
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,870,413
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
9.7%
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12. Type of Reporting Person
BD-PN-IA
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Page 3 of 24 pages
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CUSIP No. 602675100 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Capital Partners V Fund, L.P.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
3,014,611
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
3,014,611
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,014,611
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.0%
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12. Type of Reporting Person
PN
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Page 4 of 24 pages
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CUSIP No. 602675100 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP V Advisors, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
3,014,611
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
3,014,611
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,014,611
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.0%
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12. Type of Reporting Person
OO
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Page 5 of 24 pages
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CUSIP No. 602675100 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Capital Partners V Offshore Fund, L.P.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,557,223
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,557,223
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,557,223
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
2.6%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
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Page 6 of 24 pages
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CUSIP No. 602675100 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP V Offshore Advisors, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,557,223
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,557,223
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,557,223
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
2.6%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 7 of 24 pages
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CUSIP No. 602675100 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Capital Partners V Institutional, L.P.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,033,754
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,033,754
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,033,754
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.7%
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12. Type of Reporting Person
PN
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Page 8 of 24 pages
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CUSIP No. 602675100 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Advisors V, L.L.C.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,033,754
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,033,754
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,033,754
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.7%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 9 of 24 pages
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CUSIP No. 602675100 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Capital Partners V GmbH & Co. KG
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
119,517
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
119,517
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
119,517
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 10 of 24 pages
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CUSIP No. 602675100 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman, Sachs Capital Management GP GmbH
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
119,517
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
119,517
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
119,517
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 11 of 24 pages
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
See Exhibit (99.2) as previously stated
--------------------------
* In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion, or both and (ii) certain
investment entities of which the Goldman Sachs Reporting Units act as the
general partner, managing general partner or other manager, to the extent
interests in such entities are held by persons other than the Goldman Sachs
Reporting Units.
Page 12 of 24 pages
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.
Date: February 14, 2008
THE GOLDMAN SACHS GROUP, INC. GOLDMAN, SACHS & CO.
By:/s/ Ronald L. Christopher By:/s/ Ronald L. Christopher
--------------------------------- ---------------------------------
Name: Ronald L. Christopher Name: Ronald L. Christopher
Title: Attorney-in-fact Title: Attorney-in-fact
GS CAPITAL PARTNERS V FUND, L.P. GSCP V ADVISORS, L.L.C.
By:/s/ Ronald L. Christopher By:/s/ Ronald L. Christopher
--------------------------------- ---------------------------------
Name: Ronald L. Christopher Name: Ronald L. Christopher
Title: Attorney-in-fact Title: Attorney-in-fact
GS CAPITAL PARTNERS V OFFSHORE GSCP V OFFSHORE ADVISORS, L.L.C.
FUND, L.P.
By:/s/ Ronald L. Christopher By:/s/ Ronald L. Christopher
--------------------------------- ---------------------------------
Name: Ronald L. Christopher Name: Ronald L. Christopher
Title: Attorney-in-fact Title: Attorney-in-fact
GS CAPITAL PARTNERS V INSTITUTIONAL, GS CAPITAL PARTNERS V GMBH & CO. KG
L.P.
By:/s/ Ronald L. Christopher By:/s/ Ronald L. Christopher
--------------------------------- ---------------------------------
Name: Ronald L. Christopher Name: Ronald L. Christopher
Title: Attorney-in-fact Title: Attorney-in-fact
GOLDMAN, SACHS CAPITAL MANAGEMENT GP GS ADVISORS V, L.L.C.
GMBH
By:/s/ Ronald L. Christopher By:/s/ Ronald L. Christopher
--------------------------------- ---------------------------------
Name: Ronald L. Christopher Name: Ronald L. Christopher
Title: Attorney-in-fact Title: Attorney-in-fact
Page 13 of 24 pages
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.3 Power of Attorney, dated as of December 4, 2007, relating to
The Goldman Sachs Group, Inc.
99.4 Power of Attorney, dated as of December 4, 2007, relating to
Goldman, Sachs & Co.
99.5 Power of Attorney, dated as of February 8, 2008, relating to
GS Capital Partners V Fund, L.P.
99.6 Power of Attorney, dated as of December 5, 2007, relating to
GSCP V Advisors, L.L.C.
99.5 Power of Attorney, dated as of February 8, 2008, relating to
GS Capital Partners V Offshore Fund, L.P.
99.8 Power of Attorney, dated as of November 30, 2007, relating to
GSCP V Offshore Advisors, L.L.C.
99.9 Power of Attorney, dated as of February 8, 2008, relating to
GS Capital Partners V Institutional, L.P.
99.10 Power of Attorney, dated as of February 8, 2008, relating to
GS Capital Partners V GmbH & Co. KG
99.11 Power of Attorney, dated as of February 12, 2007, relating to
Goldman, Sachs Management GP GmbH
99.12 Power of Attorney, dated as of April 12, 2006, relating to
GS Advisors V, L.L.C.
Page 14 of 24 pages
Exhibit (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Catherine Wedgbury,
Ronald L. Christopher and Lauren LoFaro (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that
said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 4, 2007.
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and General Counsel
Page 15 of 24 pages
Exhibit (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the
"Company") does hereby make, constitute and appoint each of Catherine Wedgbury,
Ronald L. Christopher and Lauren LoFaro, (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 4, 2007.
GOLDMAN, SACHS & CO.
By: /s/ Gregory K. Palm
__________________________
Name: Gregory K. Palm
Title: Managing Director
Page 16 of 24 pages
Exhibit (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS Capital Partners V, L.P. (the
"Company") does hereby make, constitute and appoint each of Catherine Wedgbury,
Ronald L. Christopher and Lauren LoFaro (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney-in-fact,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings required
to be made by the Company under the Securities Exchange Act of 1934, (as
amended, the "Act"), with respect to securities which may be deemed to be
beneficially owned by the Company under the Act, giving and granting unto each
said attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally present
by one of its authorized signatories, hereby ratifying and confirming all that
said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of February 8, 2008.
GS Capital Partners V, L.P.
By: /s/ Adrian M. Jones
------------------------------
Name: Adrian M. Jones
Title: Managing Director
Page 17 of 24 pages
Exhibit (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSCP V ADVISORS, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Catherine Wedgbury,
Ronald L. Christopher and Lauren LoFaro (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney-in-fact,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings required
to be made by the Company under the Securities Exchange Act of 1934, (as
amended, the "Act"), with respect to securities which may be deemed to be
beneficially owned by the Company under the Act, giving and granting unto each
said attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally present
by one of its authorized signatories, hereby ratifying and confirming all that
said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 5, 2007.
GSCP V ADVISORS, L.L.C.
By: /s/ Adrian M. Jones
------------------------------
Name: Adrian M. Jones
Title: Managing Director
Page 18 of 24 pages
Exhibit (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS Capital Partners V Offshore,
L.P. (the "Company") does hereby make, constitute and appoint each of Catherine
Wedgbury, Ronald L. Christopher and Lauren LoFaro (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one
of the attorneys-in-fact), acting individually, its true and lawful
attorney-in-fact, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of February 8, 2008.
GS Capital Partners V Offshore, L.P.
By: /s/ Adrian M. Jones
------------------------------
Name: Adrian M. Jones
Title: Managing Director
Page 19 of 24 pages
Exhibit (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSCP V OFFSHORE ADVISORS,
L.L.C.(the "Company") does hereby make, constitute and appoint each of Catherine
Wedgbury, Ronald L. Christopher and Lauren LoFaro (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one
of the attorneys-in-fact), acting individually, its true and lawful
attorney-in-fact, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of November 30, 2007.
GSCP V OFFSHORE ADVISORS, L.L.C.
By: /s/ Adrian M. Jones
-----------------------------
Name: Adrian M. Jones
Title: Managing Director
Page 20 of 24 pages
Exhibit (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS Capital Partners V
Institutional, L.P. (the "Company") does hereby make, constitute and appoint
each of Catherine Wedgbury, Ronald L. Christopher and Lauren LoFaro (and any
other employee of The Goldman Sachs Group, Inc. or one of its affiliates
designated in writing by one of the attorneys-in-fact), acting individually, its
true and lawful attorney-in-fact, to execute and deliver in its name and on its
behalf whether the Company is acting individually or as representative of
others, any and all filings required to be made by the Company under the
Securities Exchange Act of 1934, (as amended, the "Act"), with respect to
securities which may be deemed to be beneficially owned by the Company under the
Act, giving and granting unto each said attorney-in-fact power and authority to
act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of February 8, 2008.
GS Capital Partners V Institutional, L.P.
By: /s/ Adrian M. Jones
------------------------------
Name: Adrian M. Jones
Title: Managing Director
Page 21 of 24 pages
Exhibit (99.10)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V GMBH & CO. KG
(the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher and Lauren LoFaro, acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, as amended, giving and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and purposes as the
Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of February 8, 2008.
GS CAPITAL PARTNERS V GmbH & CO. KG
By: Goldman Sachs Management GP GmbH
/s/ John E. Bowman
By: -------------------------------------------------------------
JOHN E. BOWMAN, Managing Director
Page 22 of 24 pages
Exhibit (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS MANAGEMENT GP GMBH
(the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher and Lauren LoFaro, acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, as amended, giving and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and purposes as the
Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of February 12, 2007.
GOLDMAN SACHS MANAGEMENT GP GMBH
By: /s/ John E. Bowman
------------------------------------------------------
JOHN E. BOWMAN, Managing Director
Page 23 of 24 pages
Exhibit (99.12)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS V, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Catherine Wedgbury,
Ronald L. Christopher and Lauren LoFaro (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney-in-fact,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings required
to be made by the Company under the Securities Exchange Act of 1934, (as
amended, the "Act"), with respect to securities which may be deemed to be
beneficially owned by the Company under the Act, giving and granting unto each
said attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally present
by one of its authorized signatories, hereby ratifying and confirming all that
said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of February 13, 2008.
GS ADVISORS V, L.L.C.
By: /s/ Adrian M. Jones
------------------------------
Name: Adrian M. Jones
Title: Managing Director
Page 24 of 24 pages