-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FJ5owI4QV6A2lFuGzESzQQpL8RrXJ9/K69v2oW+pBQewIbnOw1FWaEibKDMQhpVM 96xz0/TKxTm5aKZRf4dulg== 0000769993-10-000280.txt : 20100216 0000769993-10-000280.hdr.sgml : 20100215 20100216163506 ACCESSION NUMBER: 0000769993-10-000280 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 GROUP MEMBERS: BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.L.C. GROUP MEMBERS: BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P. GROUP MEMBERS: GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. GROUP MEMBERS: GOLDMAN, SACHS & CO. GROUP MEMBERS: GOLDMAN, SACHS & CO. OHG GROUP MEMBERS: GOLDMAN, SACHS MANAGMENT GP GMBH GROUP MEMBERS: GS ADVISORS 2000 L.L.C. GROUP MEMBERS: GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG GROUP MEMBERS: GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS 2000, L.P. GROUP MEMBERS: GS EMPLOYEE FUNDS 2000 GP, L.L.C. GROUP MEMBERS: GS PEP ADVISORS L.L.C. GROUP MEMBERS: GS PRIVATE EQUITY PARTNERS 2000, L.P. GROUP MEMBERS: STONE STREET FUND 2000, L.L.C. GROUP MEMBERS: STONE STREET FUND 2000, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Burger King Holdings Inc CENTRAL INDEX KEY: 0001352801 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 753095469 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82601 FILM NUMBER: 10608600 BUSINESS ADDRESS: STREET 1: 5505 BLUE LAGOON DRIVE CITY: MIAMI STATE: FL ZIP: 33126 BUSINESS PHONE: 305-378-3000 MAIL ADDRESS: STREET 1: 5505 BLUE LAGOON DRIVE CITY: MIAMI STATE: FL ZIP: 33126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 SC 13G/A 1 burgerkingholdingsincbos3.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* BURGER KING HOLDINGS, INC. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $ 0.01 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 121208201 -------------------------------------------- (CUSIP Number) December 31, 2009 - ------------------------------------------------------------------------------- (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). - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person THE GOLDMAN SACHS GROUP, INC. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 29,155 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 14,016,934 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 29,155 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 14,016,934 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 14,046,089 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 10.4% - ------------------------------------------------------------------------------ 12. Type of Reporting Person HC-CO - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GOLDMAN, SACHS & CO. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 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 14,016,934 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 14,016,934 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 14,016,934 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 10.4% - ------------------------------------------------------------------------------ 12. Type of Reporting Person BD-PN-IA - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS 2000, L.P. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 7,262,660 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 7,262,660 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,262,660 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 5.4 % - ------------------------------------------------------------------------------ 12. Type of Reporting Person PN - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 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 2,638,973 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 2,638,973 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,638,973 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 2.0 % - ------------------------------------------------------------------------------ 12. Type of Reporting Person PN - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS ADVISORS 2000, L.L.C. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 9,901,633 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 9,901,633 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 9,901,633 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 7.4 % - ------------------------------------------------------------------------------ 12. Type of Reporting Person OO - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Germany - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 303,562 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 303,562 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 303,562 - ------------------------------------------------------------------------------ 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 PN - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GOLDMAN, SACHS MANAGEMENT GP GMBH - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Germany - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 303,562 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 303,562 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 303,562 - ------------------------------------------------------------------------------ 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 CO - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GOLDMAN, SACHS & CO. OHG - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Germany - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 303,562 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 303,562 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 303,562 - ------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 2,306,145 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 2,306,145 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,306,145 - ------------------------------------------------------------------------------ 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 PN - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 356,124 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 356,124 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 356,124 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.3 % - ------------------------------------------------------------------------------ 12. Type of Reporting Person PN - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS EMPLOYEE FUNDS 2000 GP, L.L.C. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 2,662,269 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 2,662,269 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,662,269 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 2.0 % - ------------------------------------------------------------------------------ 12. Type of Reporting Person OO - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS PRIVATE EQUITY PARTNERS 2000, L.P. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 412,941 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 412,941 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 412,941 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) .3 % - ------------------------------------------------------------------------------ 12. Type of Reporting Person PN - ------------------------------------------------------------------------------ Page 13 of 52 - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS PEP 2000 ADVISORS, L.L.C. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 412,941 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 412,941 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 412,941 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) .3 % - ------------------------------------------------------------------------------ 12. Type of Reporting Person PN - ------------------------------------------------------------------------------ Page 14 of 52 - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 141,944 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 141,944 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 141,944 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) .1 % - ------------------------------------------------------------------------------ 12. Type of Reporting Person PN - ------------------------------------------------------------------------------ Page 15 of 52 - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 141,944 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 141,944 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 141,944 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) .1 % - ------------------------------------------------------------------------------ 12. Type of Reporting Person OO - ------------------------------------------------------------------------------ Page 16 of 52 - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS PRIVATE EQUITY PARTNERS 2000 DIRECT INVESTMENT FUND, L.P. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 157,364 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 157,364 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 157,364 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) .1 % - ------------------------------------------------------------------------------ 12. Type of Reporting Person PN - ------------------------------------------------------------------------------ Page 17 of 52 - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 157,364 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 157,364 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 157,364 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) .1 % - ------------------------------------------------------------------------------ 12. Type of Reporting Person OO - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person STONE STREET FUND 2000, L.P. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 213,675 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 213,675 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 213,675 - ------------------------------------------------------------------------------ 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 PN - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person STONE STREET 2000, L.L.C. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 213,675 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 213,675 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 213,675 - ------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 106,837 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 106,837 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 106,837 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.1 % - ------------------------------------------------------------------------------ 12. Type of Reporting Person PN - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 121208201 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person BRIDGE STREET SPECIAL OPPORTUNITIES 2000, L.L.C. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 106,837 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 106,837 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 106,837 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.1 % - ------------------------------------------------------------------------------ 12. Type of Reporting Person OO - ------------------------------------------------------------------------------ Item 1(a). Name of Issuer: BURGER KING HOLDINGS, INC. Item 1(b). Address of Issuer's Principal Executive Offices: 5505 Blue Lagoon Drive Miami, FL 33126 Item 2(a). Name of Persons Filing: THE GOLDMAN SACHS GROUP, INC. GOLDMAN, SACHS & CO. GS CAPITAL PARTNERS 2000, L.P. GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. GS ADVISORS 2000, L.L.C. GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG GOLDMAN SACHS MANAGEMENT GP GMBH GOLDMAN, SACHS & CO. OHG GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. GS EMPLOYEE FUNDS 2000 GP, L.L.C. GS PRIVATE EQUITY PARTNERS 2000, L.P. GS PEP 2000 ADVISORS, L.L.C. GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P. GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC. GS PRIVATE EQUITY PARTNERS 2000 DIRECT INVESTMENT FUND, L.P. GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C. STONE STREET FUND 2000, L.P. STONE STREET 2000, L.L.C. BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P. BRIDGE STREET SPECIAL OPPORTUNITIES 2000, L.L.C. Item 2(b). Address of Principal Business Office or, if none, Residence: THE GOLDMAN SACHS GROUP, INC., GOLDMAN, SACHS & CO., GS CAPITAL PARTNERS 2000, L.P., GS ADVISORS 2000, L.L.C, GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P., Goldman Sachs DIRECT INVESTMENT FUND 2000, L.P., GS EMPLOYEE FUNDS 2000 GP, L.L.C., GS PRIVATE EQUITY PARTNERS 2000, L.P., GS PEP 2000 Advisors, L.L.C., GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC., GS PRIVATE EQUITY PARTNERS 2000-DIRECT INVESTMENT FUND, L.P., GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C., BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P., BRIDGE STREET SPECIAL OPPORTUNITIES 2000, L.L.C., STONE STREET Fund 2000, L.P. and STONE STREET 2000, L.L.C.: 85 Broad Street, New York, NY 10004 GS Capital Partners 2000 Offshore, L.P. and GS Private Equity Partners 2000 Offshore Holdings, L.P.: c/o M&C Corporate Services Ltd., P.O. Box 309, Grand Cayman, Cayman Islands GS CAPITAL PARTNERS 2000 GmbH & Co. Beteiligungs KG, Goldman, Sachs Management GP GmbH and Goldman, Sachs & Co. OHG: MesseTurm, 60308 Frankfurt am Main, Germany Item 2(c). Citizenship: THE GOLDMAN SACHS GROUP, INC. - Delaware GOLDMAN, SACHS & CO. - New York GS CAPITAL PARTNERS 2000, L.P. - Delaware GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. - Cayman Islands GS ADVISORS 2000, L.L.C. - Delaware GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG - Germany GOLDMAN SACHS MANAGEMENT GP GMBH - Germany GOLDMAN, SACHS & CO. OHG - Germany GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. - Delaware GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. - Delaware GS EMPLOYEE FUNDS 2000 GP, L.L.C. - Delaware GS PRIVATE EQUITY PARTNERS 2000, L.P. - Delaware GS PEP 2000 ADVISORS, L.L.C. - Delaware GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P. - Delaware GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC. - Delaware GS PRIVATE EQUITY PARTNERS 2000 DIRECT INVESTMENT FUND, L.P. - Delaware GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C. - Delaware STONE STREET FUND 2000, L.P. - Delaware STONE STREET 2000, L.L.C. - Delaware BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P. - Delaware BRIDGE STREET SPECIAL OPPORTUNITIES 2000, L.L.C. - Delaware Item 2(d). Title of Class of Securities: Common Stock, $ 0.01 par value Item 2(e). CUSIP Number: 121208201 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a).[ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b).[ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c).[ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d).[ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e).[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f).[ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g).[ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h).[ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i).[ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j).[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). 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 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Clients of the Reporting Person(s) have or may have the right to receive or the power to direct the receipt of dividends from,or the proceeds from the sale of, securities held in their accounts. Clients known to have such right or power with respect to more than 5% of the class of securities to which this report relates are: NONE Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. See Exhibit (99.2) Item 8. Identification and Classification of Members of the Group. See Exhibit (99.3) Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. Not Applicable - -------------------------- * 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. 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 16, 2010 THE GOLDMAN SACHS GROUP, INC. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GOLDMAN, SACHS & CO. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS 2000, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS ADVISORS 2000, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GOLDMAN, SACHS MANAGEMENT GP GMBH By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GOLDMAN, SACHS & CO. OHG By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS EMPLOYEE FUNDS 2000 GP, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS PRIVATE EQUITY PARTNERS 2000, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS PEP 2000 ADVISORS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS PRIVATE EQUITY PARTNERS 2000 DIRECT INVESTMENT FUND, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact STONE STREET FUND 2000, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact STONE STREET 2000, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact BRIDGE STREET SPECIAL OPPORTUNITIES 2000, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact INDEX TO EXHIBITS Exhibit No. Exhibit - ----------- ------- 99.1 Joint Filing Agreement 99.2 Item 7 Information 99.3 Item 8 Information 99.4 Power of Attorney, relating to THE GOLDMAN SACHS GROUP, INC. 99.5 Power of Attorney, relating to GOLDMAN, SACHS & CO. 99.6 Power of Attorney, relating to GS CAPITAL PARTNERS 2000, L.P. 99.7 Power of Attorney, relating to GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. 99.8 Power of Attorney, relating to GS ADVISORS 2000, L.L.C. 99.9 Power of Attorney, relating to GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG 99.10 Power of Attorney, relating to GOLDMAN SACHS MANAGEMENT GP GMBH 99.11 Power of Attorney, relating to GOLDMAN, SACHS & CO. OHG 99.12 Power of Attorney, relating to GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. 99.13 Power of Attorney, relating to GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. 99.14 Power of Attorney, relating to GS EMPLOYEE FUNDS 2000 GP, L.L.C. 99.15 Power of Attorney, relating to GS PRIVATE EQUITY PARTNERS 2000, L.P. 99.16 Power of Attorney, relating to GS PEP 2000 ADVISORS, L.L.C. 99.17 Power of Attorney, relating to GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P. 99.18 Power of Attorney, relating to GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC. 99.19 Power of Attorney, relating to GS PRIVATE EQUITY PARTNERS 2000 DIRECT INVESTMENT FUND, L.P. 99.20 Power of Attorney, relating to GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C. 99.21 Power of Attorney, relating to STONE STREET FUND 2000, L.P. 99.22 Power of Attorney, relating to STONE STREET 2000, L.L.C. 99.23 Power of Attorney, relating to BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P. 99.24 Power of Attorney, relating to BRIDGE STREET SPECIAL OPPORTUNITIES 2000, L.L.C. EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $ 0.01 par value, of BURGER KING HOLDINGS, INC. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. Date: February 16, 2010 THE GOLDMAN SACHS GROUP, INC. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GOLDMAN, SACHS & CO. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS 2000, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS ADVISORS 2000, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GOLDMAN, SACHS MANAGEMENT GP GMBH By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GOLDMAN, SACHS & CO. OHG By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS EMPLOYEE FUNDS 2000 GP, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS PRIVATE EQUITY PARTNERS 2000, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS PEP 2000 ADVISORS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS PRIVATE EQUITY PARTNERS 2000 DIRECT INVESTMENT FUND, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact STONE STREET FUND 2000, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact STONE STREET 2000, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact BRIDGE STREET SPECIAL OPPORTUNITIES 2000, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact EXHIBIT (99.2) ITEM 7 INFORMATION The securities being reported on by THE GOLDMAN SACHS GROUP, INC. ("GS Group"), as a parent holding company, are owned by GS CAPITAL PARTNERS 2000, L.P., GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P., GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P., GS PRIVATE EQUITY PARTNERS 2000, L.P., GS PRIVATE EQUITY PARTNERS 2000-DIRECT INVESTMENT FUND, L.P., BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P. and STONE STREET FUND 2000, L.P., each a Delaware limited partnership, GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. and GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P., each a Cayman Islands exempted limited partnership, and GS CAPITAL PARTNERS 2000 GMBH & Co. BETEILIGUNGS KG, a German civil law partnership with limitation of liability (collectively, the "Investing Entities"), or are owned, or may be deemed to be beneficially owned, by GOLDMAN, SACHS & CO.("Goldman Sachs"), a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. The general partner, managing general partner or other manager of each of the Investing Entities is an affiliate of GS Group. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Investing Entities. EXHIBIT (99.3) ITEM 8 INFORMATION Each of GS CAPITAL PARTNERS 2000, L.P., GS CAPITAL PARTNERS 2000 OFFSHORE, L.P., GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG, GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P., BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P., STONE STREET FUND 2000, L.P., GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P., GS PRIVATE EQUITY PARTNERS 2000, L.P., GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P. and GS PRIVATE EQUITY PARTNERS 2000-DIRECT INVESTMENT FUND, L.P. (collectively, the "GS Funds") is a party to an Amended and Restated Shareholders' Agreement by and among Burger King Holdings, Inc. (the "Company"), Burger King Corporation, TPG BK Holdco LLC (the "TPG Fund"), the GS Funds and Bain Capital Integral Investors, LLC, Bain Capital VII Coinvestment Fund, LLC and BCIP TCV, LLC (collectively the "Bain Funds" and together with the GS Funds and the TPG Fund, the "Funds"). The Stockholders Agreement provides for the right of each sponsor to appoint one or more members to the Company's board of directors and requires the parties to vote their Common Stock for directors that are designated in accordance with the provisions of the Stockholders Agreement. The Stockholders Agreement also contains certain provisions relating to drag-along and tag-along rights and transfer restrictions among the sponsors and requires the parties to vote their shares of Common Stock pursuant to the instructions of certain groups of investors with respect to certain change of control transactions. The aggregate number of shares of Common Stock beneficially owned collectively by the GS Funds, the Bain Funds and the TPG Fund based on available information is approximately 42,758,862 which represents approximately 31.6% of the outstanding Common Stock. The share ownership reported for the GS Funds does not include any shares owned by the other parties to the Stockholders Agreement, except to the extent already disclosed in this Schedule 13G. Each of the GS Funds disclaims beneficial ownership of any shares of Common Stock owned by the other parties to the Stockholders Agreement, except to the extent already disclosed in this Schedule 13G. EXHIBIT (99.4) 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 Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Kevin P. Treanor, Michael T. Seeley, and Anthony DeRose, (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 it 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 October 6, 2008. THE GOLDMAN SACHS GROUP, INC. By: /s/ Gregory K. Palm - ---------------------------- GREGORY K. PALM Executive Vice President and General Counsel DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of THE GOLDMAN SACHS GROUP, INC. (the "Company"), pursuant to that Power of Attorney dated October 6,2008 (the "POA"), does hereby designate John Colangelo,an employee of GOLDMAN, SACHS & CO. (the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. THE GOLDMAN SACHS GROUP, INC. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.5) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Kevin P. Treanor, Michael T. Seeley, and Anthony DeRose, (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 it 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 October 6, 2008. GOLDMAN, SACHS & CO. By: /s/ Gregory K. Palm - ---------------------------- GREGORY K. PALM Managing Director DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of GOLDMAN, SACHS & CO. (the "Company") , pursuant to that Power of Attorney dated October 6, 2008 (the "POA"), does hereby designate John Colangelo, an employee of the Company, as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company, 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 Company or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. GOLDMAN, SACHS & CO. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.6) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS 2000, L.P. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 November 21, 2005. GS CAPITAL PARTNERS 2000, L.P. By: GS Advisors 2000, L.L.C. By:/s/ John E. Bowman - --------------------------- Name: John E. Bowman Title: Vice President DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of GS CAPITAL PARTNERS 2000, L.P. (the "Company"), pursuant to that Power of Attorney dated November 21, 2005 (the "POA"), does hereby designate John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. GS CAPITAL PARTNERS 2000, L.P. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.7) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 November 21, 2005. GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. By: GS Advisors 2000, L.L.C. By:/s/ John E. Bowman - --------------------------- Name: John E. Bowman Title: Vice President DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. (the "Company"), pursuant to that Power of Attorney dated November 21, 2005 (the "POA"), does hereby designate John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.8) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS 2000, L.L.C.(the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector,Michael T. Seeley, and Stephen Wong, (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 November 21, 2005. GS ADVISORS 2000, L.L.C. By:/s/ John E. Bowman ---------------------------- Name: John E. Bowman Title: Vice President DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of GS ADVISORS 2000, L.L.C. (the "Company"), pursuant to that Power of Attorney dated November 21, 2005 (the "POA"), does hereby designate John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. GS ADVISORS 2000, L.L.C. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.9) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 November 18, 2005. GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG By: Goldman, Sachs Management GP GmbH By: /s/ Katherine B. Enquist - --------------------------- Name: Katherine B. Enquist Title: Managing Director DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG (the "Company"), pursuant to that Power of Attorney dated November 18, 2005 (the "POA"), does hereby designate John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.10) 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 Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 November 21, 2005. GOLDMAN, SACHS MANAGEMENT GP GMBH By: s/ John E. Bowman - --------------------------- Name: John E. Bowman Title: Managing Director DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of GOLDMAN, SACHS MANAGEMENT GP GMBH (the "Company"), pursuant to that Power of Attorney dated November 21, 2005 (the "POA"), does hereby designate John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. GOLDMAN, SACHS MANAGEMENT GP GMBH By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.11) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. OHG (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 & CO. OHG By: /s/ Carmen Sameja-Jaberg By: /s/ Heinrich Lammer - --------------------------- ---------------------------- Name: Carmen Sameja-Jaberg Name: Heinrich Lammer Title: Vice President Title: Vice President DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of GOLDMAN, SACHS & CO. OHG (the "Company"), pursuant to that Power of Attorney dated February 12, 2007 (the "POA"), does hereby designate John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. GOLDMAN, SACHS & CO. OHG By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.12) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 November 21, 2005 GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. By: GS EMPLOYEE FUNDS 2000 GP, L.L.C. By: /s/ John E. Bowman - --------------------------- Name: John E. Bowman Title: Vice President DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. (the "Company"), pursuant to that Power of Attorney dated November 21, 2005 (the "POA"), does hereby designate John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.13) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 November 18, 2005. GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. By: GS EMPLOYEE FUNDS 2000 GP, L.L.C. By:/s/ Katherine B. Enquist - -------------------------- KATHERINE B. ENQUIST Vice President DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. (the "Company"), pursuant to that Power of Attorney dated November 18, 2005 (the "POA"), does hereby designate John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.14) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS EMPLOYEE FUNDS 2000 GP, L.L.C. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 November 21, 2005. GS EMPLOYEE FUNDS 2000 GP, L.L.C. By:/s/ John E. Bowman - --------------------------- Name: John E. Bowman Title: Vice President DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of GS EMPLOYEE FUNDS 2000 GP, L.L.C. (the "Company"), pursuant to that Power of Attorney dated November 21, 2005 (the "POA"), does hereby designate John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. GS EMPLOYEE FUNDS 2000 GP, L.L.C. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.15) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS PRIVATE EQUITY PARTNERS 2000, L.P. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 May 16, 2006. GS PRIVATE EQUITY PARTNERS 2000, L.P. By: GS Advisors 2000, L.L.C., its general partner By:/s/ Jennifer Barbetta - --------------------------- Name: Jennifer Barbetta Title: Vice President DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of GS PRIVATE EQUITY PARTNERS 2000, L.P. (the "Company"), pursuant to that Power of Attorney dated May 16, 2006 (the "POA"), does hereby designate John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. GS PRIVATE EQUITY PARTNERS 2000, L.P. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.16) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS PEP 2000 ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 May 16, 2006. GS PEP 2000 ADVISORS, L.L.C. By:/s/ Jennifer Barbetta - ------------------------------ Name: Jennifer Barbetta Title: Vice President DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of GS PEP 2000 ADVISORS, L.L.C. (the "Company"), pursuant to that Power of Attorney dated May 16, 2006 (the "POA"), does hereby designate John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. GS PEP 2000 ADVISORS, L.L.C. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.17) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 May 17, 2006. GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P. By: GS PEP 2000 OFFSHORE HOLDINGS Advisors, Inc. By:/s/ Jennifer Barbetta - ---------------------------- Name: Jennifer Barbetta Title: Vice President DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P. (the "Company"), pursuant to that Power of Attorney dated May 17, 2006 (the "POA"), does hereby designate John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.18) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 May 16, 2006. GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC. By:/s/ Jennifer Barbetta - --------------------------- Name: Jennifer Barbetta Title: Vice President DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC. (the "Company"), pursuant to that Power of Attorney dated May 16, 2006 (the "POA"), does hereby designate John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. GS PEP 2000 OFFSHORE HOLDINGS ADVISORS, INC. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.19) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS PRIVATE EQUITY PARTNERS 2000 - DIRECT INVESTMENT FUND, L.P. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Justine Hansen, Kevin P. Treanor and Anthony DeRose, (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 September 29, 2009. GS PRIVATE EQUITY PARTNERS 2000 - DIRECT INVESTMENT FUND, L.P. By: GS PEP 2000 Direct Investment Advisors, L.L.C. By: /s/ Ryan J. Boucher __________________________ Name: Ryan J. Boucher Title: Vice President DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of GS PRIVATE EQUITY PARTNERS 2000 - DIRECT INVESTMENT FUND, L.P. (the "Company"), pursuant to that Power of Attorney dated September 29, 2009 (the "POA"), does hereby designate John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. GS PRIVATE EQUITY PARTNERS 2000 - DIRECT INVESTMENT FUND, L.P. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.20) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 May 16, 2006. GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C. By:/s/ Jennifer Barbetta - ----------------------------- Name: Jennifer Barbetta Title: Vice President DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C. (the "Company"), pursuant to that Power of Attorney dated May 16, 2006 (the "POA"), does hereby designate John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. GS PEP 2000 DIRECT INVESTMENT ADVISORS, L.L.C. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.21) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET FUND 2000, L.P. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 November 18, 2005. STONE STREET FUND 2000, L.P. By: STONE STREET 2000, L.L.C. By:/s/ Katherine B. Enquist - ----------------------------- Name: Katherine B. Enquist Title: Vice President DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of STONE STREET FUND 2000, L.P. (the "Company"), pursuant to that Power of Attorney dated November 18, 2005 (the "POA"), does hereby designate John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. STONE STREET FUND 2000, L.P. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.22) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET 2000, L.L.C. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 November 18, 2005. STONE STREET 2000, L.L.C. By:/s/ Katherine B. Enquist - ----------------------------- Name: Katherine B. Enquist Title: Vice President DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of STONE STREET 2000, L.L.C.(the "Company"), pursuant to that Power of Attorney dated November 18, 2005 (the "POA"), does hereby designate John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. STONE STREET 2000, L.L.C. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.23) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 November 18, 2005. BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P. By: Bridge Street Special Opportunities 2000, L.L.C. /s/ Katherine B. Enquist - -------------------------------------- KATHERINE B. ENQUIST Vice President and Secretary DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P.(the "Company"), pursuant to that Power of Attorney dated November 18, 2005 (the "POA"), does hereby designate John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.24) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET SPECIAL OPPORTUNITIES 2000, L.L.C. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 November 18, 2005. BRIDGE STREET SPECIAL OPPORTUNITIES 2000, L.L.C. /s/ Katherine B. Enquist - -------------------------------------- KATHERINE B. ENQUIST Vice President and Secretary DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of BRIDGE STREET SPECIAL OPPORTUNITIES 2000, L.L.C. (the "Company"), pursuant to that Power of Attorney dated November 18, 2005 (the "POA"), does hereby designate John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional attorney-in-fact, with the same authority to act as provided to the undersigned and the other attorneys-in-fact named in the POA. This Designation of Additional Attorney-in-Fact (this "Designation") shall not affect the continued power of the undersigned or the other named attorneys-in-fact to act under the POA to the full extent permitted thereby. This Designation shall remain in full force and effect until either it or the POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 16, 2010. BRIDGE STREET SPECIAL OPPORTUNITIES 2000, L.L.C. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact -----END PRIVACY-ENHANCED MESSAGE-----