-----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, KQhJbHb0mpChsHdREN2DHF9Sc0L2KcW6FI5/gH8yVA0tqZ6cKmuPjIgBg/bInA8g Fyv5oEGxM156nKnL76HJsw== 0000769993-10-000268.txt : 20100216 0000769993-10-000268.hdr.sgml : 20100215 20100216154727 ACCESSION NUMBER: 0000769993-10-000268 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 GROUP MEMBERS: GOLDMAN, SACHS & CO. GROUP MEMBERS: GOLDMAN, SACHS MANAGEMENT GP GMBH GROUP MEMBERS: GS ADVISORS V, L.L.C. GROUP MEMBERS: GS ADVISORS VI, L.L.C. GROUP MEMBERS: GS CAPITAL PARTNERS V FUND, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS V GMBH & CO. KG GROUP MEMBERS: GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS VI FUND, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS VI GMBH & CO. KG GROUP MEMBERS: GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS VI PARALLEL, L.P GROUP MEMBERS: GSCP V ADVISORS, L.L.C. GROUP MEMBERS: GSCP V COBALT HOLDINGS, LLC GROUP MEMBERS: GSCP V GMBH COBALT HOLDINGS GROUP MEMBERS: GSCP V GMBH COBALT HOLDINGS, L.P. GROUP MEMBERS: GSCP V GMBH COBALT HOLDINGS, LLC GROUP MEMBERS: GSCP V OFFSHORE ADVISORS, L.L.C. GROUP MEMBERS: GSCP V OFFSHORE COBALT HOLDINGS, L.P. GROUP MEMBERS: GSCP V OFFSHORE COBALT HOLDINGS, LLC GROUP MEMBERS: GSCP VI ADVISORS, L.L.C. GROUP MEMBERS: GSCP VI COBALT HOLDINGS, LLC GROUP MEMBERS: GSCP VI GMBH COBALT HOLDINGS GROUP MEMBERS: GSCP VI GMBH COBALT HOLDINGS, L.P. GROUP MEMBERS: GSCP VI GMBH COBALT HOLDINGS, LLC GROUP MEMBERS: GSCP VI OFFSHORE ADVISORS, L.L.C. GROUP MEMBERS: GSCP VI OFFSHORE COBALT HOLDINGS, L.P. GROUP MEMBERS: GSCP VI OFFSHORE COBALT HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cobalt International Energy, Inc. CENTRAL INDEX KEY: 0001471261 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 270821169 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85265 FILM NUMBER: 10607348 BUSINESS ADDRESS: STREET 1: TWO POST OAK CENTRAL STREET 2: 1980 POST OAK BOULEVARD, SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: (713) 579-9101 MAIL ADDRESS: STREET 1: TWO POST OAK CENTRAL STREET 2: 1980 POST OAK BOULEVARD, SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77056 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 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 1 cobaltinternationalbos0.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No._)* COBALT INTERNATIONAL ENERGY, INC. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $ 0.01 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 19075F106 -------------------------------------------- (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. 19075F106 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 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 74,868,148 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 74,868,148 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 74,868,148 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 21.8% - ------------------------------------------------------------------------------ 12. Type of Reporting Person HC-CO - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 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 74,868,148 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 74,868,148 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 74,868,148 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 21.8% - ------------------------------------------------------------------------------ 12. Type of Reporting Person BD-PN-IA - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP V COBALT HOLDINGS, 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 24,440,498 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 24,440,498 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 24,440,498 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 7.1% - ------------------------------------------------------------------------------ 12. Type of Reporting Person OO - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS V 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 24,440,498 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 24,440,498 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 24,440,498 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 7.1% - ------------------------------------------------------------------------------ 12. Type of Reporting Person PN - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP V ADVISORS, L.L.C. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [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 24,440,498 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 24,440,498 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 24,440,498 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 7.1% - ------------------------------------------------------------------------------ 12. Type of Reporting Person OO - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP VI COBALT HOLDINGS, 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 13,281,477 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 13,281,477 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 13,281,477 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.9% - ------------------------------------------------------------------------------ 12. Type of Reporting Person OO - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS VI 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 13,281,477 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 13,281,477 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 13,281,477 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.9% - ------------------------------------------------------------------------------ 12. Type of Reporting Person PN - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP VI 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 13,281,477 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 13,281,477 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 13,281,477 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.9% - ------------------------------------------------------------------------------ 12. Type of Reporting Person OO - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP V OFFSHORE COBALT HOLDINGS, 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 12,624,940 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 12,624,940 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 12,624,940 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.7% - ------------------------------------------------------------------------------ 12. Type of Reporting Person OO - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP V OFFSHORE COBALT 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 12,624,940 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 12,624,940 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 12,624,940 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.7% - ------------------------------------------------------------------------------ 12. Type of Reporting Person PN - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS V OFFSHORE 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 Cayman Islands - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 12,624,940 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 12,624,940 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 12,624,940 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.7% - ------------------------------------------------------------------------------ 12. Type of Reporting Person PN - ------------------------------------------------------------------------------ - ---------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP V OFFSHORE ADVISORS, L.L.C. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [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 12,624,940 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 12,624,940 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 12,624,940 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.7% - ------------------------------------------------------------------------------ 12. Type of Reporting Person OO - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP VI OFFSHORE COBALT HOLDINGS, 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 11,047,065 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 11,047,065 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 11,047,065 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.2% - ------------------------------------------------------------------------------ 12. Type of Reporting Person OO - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP VI OFFSHORE COBALT 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 11,047,065 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 11,047,065 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 11,047,065 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.2% - ------------------------------------------------------------------------------ 12. Type of Reporting Person PN - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS VI OFFSHORE 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 Cayman Islands - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 11,047,065 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 11,047,065 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 11,047,065 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.2% - ------------------------------------------------------------------------------ 12. Type of Reporting Person PN - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP VI OFFSHORE 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 11,047,065 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 11,047,065 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 11,047,065 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.2% - ------------------------------------------------------------------------------ 12. Type of Reporting Person OO - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS V INSTITUTIONAL, 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 8,380,981 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 8,380,981 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 8,380,981 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 2.4% - ------------------------------------------------------------------------------ 12. Type of Reporting Person OO - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS ADVISORS V, 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 8,380,981 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 8,380,981 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 8,380,981 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 2.4% - ------------------------------------------------------------------------------ 12. Type of Reporting Person OO - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS VI PARALLEL, 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 3,652,180 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 3,652,180 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,652,180 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 1.1% - ------------------------------------------------------------------------------ 12. Type of Reporting Person PN - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS ADVISORS VI, 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 3,652,180 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 3,652,180 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,652,180 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 1.1% - ------------------------------------------------------------------------------ 12. Type of Reporting Person OO - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP V GMBH COBALT HOLDINGS, 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 968,983 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 968,983 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 968,983 - ------------------------------------------------------------------------------ 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 OO - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP V GMBH COBALT 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 968,983 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 968,983 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 968,983 - ------------------------------------------------------------------------------ 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. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP V GMBH COBALT HOLDINGS - ------------------------------------------------------------------------------ 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 968,983 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 968,983 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 968,983 - ------------------------------------------------------------------------------ 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 OO - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS V GMBH & CO. 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 968,983 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 968,983 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 968,983 - ------------------------------------------------------------------------------ 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. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP VI GMBH COBALT HOLDINGS, 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 472,024 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 472,024 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 472,024 - ------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP VI GMBH COBALT 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 472,024 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 472,024 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 472,024 - ------------------------------------------------------------------------------ 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. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP VI GMBH COBALT HOLDINGS - ------------------------------------------------------------------------------ 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 472,024 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 472,024 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 472,024 - ------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------ - ----------------------- CUSIP No. 19075F106 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS VI GMBH & CO. 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 472,024 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 472,024 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 472,024 - ------------------------------------------------------------------------------ 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. 19075F106 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 1,441,007 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 1,441,007 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,441,007 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.4% - ------------------------------------------------------------------------------ 12. Type of Reporting Person CO - ------------------------------------------------------------------------------ Item 1(a). Name of Issuer: COBALT INTERNATIONAL ENERGY, INC. Item 1(b). Address of Issuer's Principal Executive Offices: Two Post Oak Central 1980 Post Oak Boulevard, Suite 1200 Houston, TX 77056 Item 2(a). Name of Persons Filing: THE GOLDMAN SACHS GROUP, INC. GOLDMAN, SACHS & CO. GSCP V COBALT HOLDINGS, L.L.C. GSCP VI COBALT HOLDINGS, L.L.C. GSCP V OFFSHORE COBALT HOLDINGS, L.L.C. GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C. GSCP V GMBH COBALT HOLDINGS, L.L.C. GSCP VI GMBH COBALT HOLDINGS, L.L.C. GSCP V OFFSHORE COBALT HOLDINGS, L.P. GSCP VI OFFSHORE COBALT HOLDINGS, L.P. GSCP V GMBH COBALT HOLDINGS, L.P. GSCP VI GMBH COBALT HOLDINGS, L.P. GSCP V GMBH COBALT HOLDINGS GSCP VI GMBH COBALT HOLDINGS GS CAPITAL PARTNERS V FUND, L.P. GS CAPITAL PARTNERS VI FUND, L.P. GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. GS CAPITAL PARTNERS VI PARALLEL, L.P GS CAPITAL PARTNERS V GMBH & Co. KG GS CAPITAL PARTNERS VI GMBH & Co. KG GSCP V ADVISORS, L.L.C. GSCP VI ADVISORS, L.L.C. GSCP V OFFSHORE ADVISORS, L.L.C. GSCP VI OFFSHORE ADVISORS, L.L.C. GS ADVISORS V, L.L.C. GS ADVISORS VI, L.L.C. GOLDMAN, SACHS MANAGEMENT GP GMBH Item 2(b). Address of Principal Business Office or, if none, Residence: THE GOLDMAN SACHS GROUP, INC., GOLDMAN, SACHS & CO., GSCP V COBALT HOLDINGS, L.L.C., GSCP VI COBALT HOLDINGS, L.L.C., GSCP V OFFSHORE COBALT HOLDINGS, L.L.C., GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C. ,GSCP V GMBH COBALT HOLDINGS, L.L.C., GSCP VI GMBH COBALT HOLDINGS, L.L.C., GSCP V OFFSHORE COBALT HOLDINGS, L.P., GSCP VI OFFSHORE COBALT HOLDINGS, L.P., GSCP V GMBH COBALT HOLDINGS, L.P., GSCP VI GMBH COBALT HOLDINGS, L.P., GSCP V GMBH COBALT HOLDINGS, GSCP VI GMBH COBALT HOLDINGS, GS CAPITAL PARTNERS V FUND, L.P., GS CAPITAL PARTNERS VI FUND, L.P., GS CAPITAL PARTNERS V OFFSHORE FUND, L.P., GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P., GS CAPITAL PARTNERS V INSTITUTIONAL, L.P., GS Capital Partners VI PARALLEL, L.P, GSCP V ADVISORS, L.L.C., GSCP VI ADVISORS, L.L.C., GSCP V OFFSHORE ADVISORS, L.L.C., GSCP VI OFFSHORE ADVISORS, L.L.C., GS ADVISORS V, L.L.C., GS ADVISORS VI, L.L.C.: 85 Broad Street, New York, NY 10004 GS CAPITAL PARTNERS V GMBH & Co. KG, GS CAPITAL PARTNERS VI GMBH & CO. KG, GOLDMAN, SACHS MANAGEMENT GP GMBH: Messeturm, Friedrich-Ebert-Anlage 49 60323, Frankfurt/Main, Germany Item 2(c). Citizenship: THE GOLDMAN SACHS GROUP, INC. - Delaware GOLDMAN, SACHS & CO. - New York GSCP V COBALT HOLDINGS, L.L.C. - Delaware GSCP VI COBALT HOLDINGS, L.L.C. - Delaware GSCP V OFFSHORE COBALT HOLDINGS, L.L.C. - Delaware GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C. - Delaware GSCP V GMBH COBALT HOLDINGS, L.L.C.- Delaware GSCP VI GMBH COBALT HOLDINGS, L.L.C. - Delaware GSCP V OFFSHORE COBALT HOLDINGS, L.P - Delaware. GSCP VI OFFSHORE COBALT HOLDINGS, L.P. - Delaware GSCP V GMBH COBALT HOLDINGS, L.P. - Delaware GSCP VI GMBH COBALT HOLDINGS, L.P. - Delaware GSCP V GMBH COBALT HOLDINGS - Delaware GSCP VI GMBH COBALT HOLDINGS - Delaware GS CAPITAL PARTNERS V FUND, L.P. - Delaware GS CAPITAL PARTNERS VI FUND, L.P. - Delaware GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.- Cayman Islands GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.- Cayman Islands GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. - Delaware GS CAPITAL PARTNERS VI PARALLEL, L.P. - Delaware GS CAPITAL PARTNERS V GMBH & CO. KG - Germany GS CAPITAL PARTNERS VI GMBH & Co. KG - Germany GSCP V ADVISORS, L.L.C. - Delaware GSCP VI ADVISORS, L.L.C. - Delaware GSCP V OFFSHORE ADVISORS, L.L.C. - Delaware GSCP VI OFFSHORE ADVISORS, L.L.C. - Delaware GS ADVISORS V, L.L.C. - Delaware GS ADVISORS VI, L.L.C. - Delaware GOLDMAN, SACHS MANAGEMENT GP GMBH - Germany Item 2(d). Title of Class of Securities: Common Stock, $ 0.01 par value Item 2(e). CUSIP Number: 19075F106 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 GSCP V COBALT HOLDINGS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP VI COBALT HOLDINGS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP V OFFSHORE COBALT HOLDINGS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP V GMBH COBALT HOLDINGS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP VI GMBH COBALT HOLDINGS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP V OFFSHORE COBALT HOLDINGS, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP VI OFFSHORE COBALT HOLDINGS, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP V GMBH COBALT HOLDINGS, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP VI GMBH COBALT HOLDINGS, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP V GMBH COBALT HOLDINGS By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP VI GMBH COBALT HOLDINGS By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS V FUND, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS VI FUND, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS V OFFSHORE FUND, L.P By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS VI PARALLEL, L.P By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS V GMBH & Co. KG By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS VI GMBH & Co. KG By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP V ADVISORS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP VI ADVISORS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP V OFFSHORE ADVISORS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP VI OFFSHORE ADVISORS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS ADVISORS V, L.L.C By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS ADVISORS VI, L.L.C. 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 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 GSCP V COBALT HOLDINGS, L.L.C. 99.7 Power of Attorney, relating to GSCP VI COBALT HOLDINGS, L.L.C. 99.8 Power of Attorney, relating to GSCP V OFFSHORE COBALT HOLDINGS, L.L.C. 99.9 Power of Attorney, relating to GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C. 99.10 Power of Attorney, relating to GSCP V GMBH COBALT HOLDINGS, L.L.C. 99.11 Power of Attorney, relating to GSCP VI GMBH COBALT HOLDINGS, L.L.C. 99.12 Power of Attorney, relating to GSCP V OFFSHORE COBALT HOLDINGS, L.P. 99.13 Power of Attorney, relating to GSCP VI OFFSHORE COBALT HOLDINGS, L.P. 99.14 Power of Attorney, relating to GSCP V GMBH COBALT HOLDINGS, L.P. 99.15 Power of Attorney, relating to GSCP VI GMBH COBALT HOLDINGS, L.P. 99.16 Power of Attorney, relating to GSCP V GMBH COBALT HOLDINGS 99.17 Power of Attorney, relating to GSCP VI GMBH COBALT HOLDINGS 99.18 Power of Attorney, relating to GS CAPITAL PARTNERS V FUND, L.P. 99.19 Power of Attorney, relating to GS CAPITAL PARTNERS VI FUND, L.P. 99.20 Power of Attorney, relating to GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. 99.21 Power of Attorney, relating to GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. 99.22 Power of Attorney, relating to GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. 99.23 Power of Attorney, relating to GS CAPITAL PARTNERS VI PARALLEL, L.P. 99.24 Power of Attorney, relating to GS CAPITAL PARTNERS V GMBH & Co. KG 99.25 Power of Attorney, relating to GS CAPITAL PARTNERS VI GMBH & Co. KG 99.26 Power of Attorney, relating to GSCP V ADVISORS, L.L.C. 99.27 Power of Attorney, relating to GSCP VI ADVISORS, L.L.C. 99.28 Power of Attorney, relating to GSCP V OFFSHORE ADVISORS, L.L.C. 99.29 Power of Attorney, relating to GSCP VI OFFSHORE ADVISORS, L.L.C. 99.30 Power of Attorney, relating to GS ADVISORS V, L.L.C 99.31 Power of Attorney, relating to GS ADVISORS VI, L.L.C. 99.32 Power of Attorney, relating to GOLDMAN, SACHS MANAGEMENT GP GMBH 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 COBALT INTERNATIONAL ENERGY, 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 GSCP V COBALT HOLDINGS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP VI COBALT HOLDINGS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP V OFFSHORE COBALT HOLDINGS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP V GMBH COBALT HOLDINGS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP VI GMBH COBALT HOLDINGS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP V OFFSHORE COBALT HOLDINGS, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP VI OFFSHORE COBALT HOLDINGS, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP V GMBH COBALT HOLDINGS, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP VI GMBH COBALT HOLDINGS, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP V GMBH COBALT HOLDINGS By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP VI GMBH COBALT HOLDINGS By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS V FUND, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS VI FUND, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS V OFFSHORE FUND, L.P By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS VI PARALLEL, L.P By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS V GMBH & CO. KG By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS CAPITAL PARTNERS VI GMBH & Co. KG By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP V ADVISORS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP VI ADVISORS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP V OFFSHORE ADVISORS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GSCP VI OFFSHORE ADVISORS, L.L.C. By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS ADVISORS V, L.L.C By:/s/ John Colangelo ---------------------------------------- Name: John Colangelo Title: Attorney-in-fact GS ADVISORS VI, L.L.C. 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 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 GSCP V COBALT HOLDINGS, L.L.C., GSCP V OFFSHORE COBALT HOLDINGS, L.L.C., GSCP V GMBH COBALT HOLDINGS, L.L.C., GSCP VI COBALT HOLDINGS, L.L.C., GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C., GSCP VI GMBH COBALT HOLDINGS, L.L.C., GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. and GS CAPITAL PARTNERS VI PARALLEL, L.P. (collectively, the "GS 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 GS 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 GS Investing Entities. EXHIBIT (99.3) ITEM 8 INFORMATION Each of GSCP V COBALT HOLDINGS, L.L.C., GSCP V OFFSHORE COBALT HOLDINGS, L.L.C., GSCP V GMBH COBALT HOLDINGS, L.L.C., GSCP VI COBALT HOLDINGS, L.L.C., GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C., GSCP VI GMBH COBALT HOLDINGS, L.L.C., GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. and GS CAPITAL PARTNERS VI PARALLEL, L.P. (collectively, the "GS Investing Entities") is a party to (a) a Stockholders Agreement, dated as of December 15, 2009, by and among COBALT INTERNATIONAL ENERGY, INC. (the "Company"), the GS Investing Entities, funds affiliated with First Reserve Corporation, funds affiliated with Riverstone Holdings L.L.C. and The Carlyle Group and funds associated with KERN Partners Ltd. (the "Stockholders Agreement") and (b) a Tag-Along Agreement dated as of December 15, 2009 (the "Tag-Along Agreement"), by and among the GS Investing Entities, FUNDs affiliated with First Reserve Corporation, funds affiliated with Riverstone Holdings L.L.C. and The Carlyle Group and funds associated with KERN Partners Ltd. and certain other specified holders of the Company's common stock, par value $0.01 per share ("Common Stock"). The Stockholders Agreement provides that the FUNDs affiliated with each of GOLDMAN, SACHS & CO., First Reserve Corporation, and Riverstone Holdings L.L.C./ the Carlyle Group will each have the right to designate up to two of the Company's directors and the FUNDs associated with KERN Partners Ltd. will have the right to designate one of the Company's directors. The Stockholders Agreement requires the parties thereto to vote their shares of the Company's common stock for directors that are designated in accordance with the provisions of the Stockholders Agreement. The Stockholders Agreement also contains certain transfer restrictions with respect the shares of Common Stock owned by the parties thereto. The Tag-Along Agreement contains certain provisions relating to tag-along rights among the parties thereto. The aggregate number of shares of Common Stock beneficially owned collectively by the GS Investing Entities, Funds affiliated with First Reserve Corporation, FUNDs affiliated with Riverstone Holdings L.L.C. and The Carlyle Group and FUNDs associated with KERN Partners Ltd., based on available information, is 255,949,724, which represents approximately 74.4% of the outstanding Common Stock. The share ownership reported for the GS Investing Entities does not include any shares of Common Stock owned by the other parties to the Stockholders Agreement and the Tag-Along Agreement, except to the extent disclosed in this Schedule 13G. Each of the GS Investing Entities disclaims beneficial ownership of any shares of Common Stock owned by the other parties to the Stockholders Agreement and the Tag-Along Agreement, except to the extent 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 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 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 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, here by 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 GSCP V COBALT HOLDINGS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Anthony DeRose, Yvette Kosic, Rachel E. Parrish and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 10, 2009. GSCP V COBALT HOLDINGS, L.L.C. By: GS CAPITAL PARTNERS V FUND, L.P., its sole member By: GSCP V ADVISORS, L.L.C., its general partner By: /s/ Laurie E. Schmidt - ---------------------------- Laurie E. Schmidt Vice President DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed attorney-in-fact of GSCP V COBALT HOLDINGS, L.L.C. (the "Company"), pursuant to that Power of Attorney dated December 10, 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. GSCP V COBALT HOLDINGS, L.L.C. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.7) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI COBALT HOLDINGS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Anthony DeRose, Yvette Kosic, Rachel E. Parrish and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 10, 2009. GSCP VI COBALT HOLDINGS, L.L.C. By: GS CAPITAL PARTNERS VI FUND, L.P., its sole member By: GSCP VI ADVISORS, L.L.C., its general partner By: /s/ Laurie E. Schmidt - ---------------------------- Name: Laurie E. Schmidt 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 GSCP VI COBALT HOLDINGS, L.L.C. (the "Company"), pursuant to that Power of Attorney dated December 10, 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. GSCP VI COBALT HOLDINGS, L.L.C. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.8) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP V OFFSHORE COBALT HOLDINGS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Anthony DeRose, Yvette Kosic, Rachel E. Parrish and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 10, 2009. GSCP V OFFSHORE COBALT HOLDINGS, L.L.C. By: GSCP V OFFSHORE COBALT HOLDINGS, L.P., its sole member By: GS CAPITAL PARTNERS V OFFSHORE FUND, L.P., its general partner By: GSCP V OFFSHORE ADVISORS, L.L.C., its general partner By: /s/ Laurie E. Schmidt - ---------------------------- Name: Laurie E. Schmidt 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 GSCP V OFFSHORE COBALT HOLDINGS, L.L.C. (the "Company"), pursuant to that Power of Attorney dated December 10, 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. GSCP V OFFSHORE COBALT HOLDINGS, 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 GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Anthony DeRose, Yvette Kosic, Rachel E. Parrish and Kevin P. Treanor, (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 c o nfirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 10, 2009. GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C. By: GSCP VI OFFSHORE COBALT HOLDINGS, L.P., its sole member By: GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P., its general partner By: GSCP VI OFFSHORE ADVISORS, L.L.C., its general partner By: /s/ Laurie E. Schmidt - ---------------------------- Name: Laurie E. Schmidt 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 GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C. (the "Company"), pursuant to that Power of Attorney dated December 10, 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. GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.10) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP V GMBH COBALT HOLDINGS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Anthony DeRose, Yvette Kosic, Rachel E. Parrish and Kevin P. Treanor, (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 confirm ing all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 10, 2009. GSCP V GMBH COBALT HOLDINGS, L.L.C. By: GSCP V GMBH COBALT HOLDINGS, L.P., its sole member By: GSCP V GMBH COBALT HOLDINGS, its general partner By: /s/ Philip Grovit - ---------------------------- Name: Philip Grovit 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 GSCP V GMBH COBALT HOLDINGS, L.L.C. (the "Company"), pursuant to that Power of Attorney dated December 10, 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. GSCP V GMBH COBALT HOLDINGS, L.L.C. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.11) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI GMBH COBALT HOLDINGS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Anthony DeRose, Yvette Kosic, Rachel E. Parrish and Kevin P. Treanor, (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 confir ming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 10, 2009. GSCP VI GMBH COBALT HOLDINGS, L.L.C. By: GSCP VI GMBH COBALT HOLDINGS, L.P., its sole member By: GSCP VI GMBH COBALT HOLDINGS, its general partner By: /s/ Philip Grovit - ---------------------------- Name: Philip Grovit 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 GSCP VI GMBH COBALT HOLDINGS, L.L.C. (the "Company"), pursuant to that Power of Attorney dated December 10, 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. GSCP VI GMBH COBALT HOLDINGS, L.L.C. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.12) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP V OFFSHORE COBALT HOLDINGS, L.P. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Anthony DeRose, Yvette Kosic, Rachel E. Parrish and Kevin P. Treanor, (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 co nfirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 10, 2009. GSCP V OFFSHORE COBALT HOLDINGS, L.P., By: GS CAPITAL PARTNERS V OFFSHORE FUND, L.P., its general partner By: GSCP V OFFSHORE ADVISORS, L.L.C., its general partner By: /s/ Laurie E. Schmidt - ---------------------------- Name: Laurie E. Schmidt 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 GSCP V OFFSHORE COBALT HOLDINGS, L.P., (the "Company"), pursuant to that Power of Attorney dated December 10, 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. GSCP V OFFSHORE COBALT HOLDINGS, 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 GSCP VI OFFSHORE COBALT HOLDINGS, L.P. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Anthony DeRose, Yvette Kosic, Rachel E. Parrish and Kevin P. Treanor, (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 c onfirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 10, 2009. GSCP VI OFFSHORE COBALT HOLDINGS, L.P., By: GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P., its general partner By: GSCP VI OFFSHORE ADVISORS, L.L.C., its general partner By: /s/ Laurie E. Schmidt - ---------------------------- Name: Laurie E. Schmidt 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 GSCP VI OFFSHORE COBALT HOLDINGS, L.P. (the "Company"), pursuant to that Power of Attorney dated December 10, 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. GSCP VI OFFSHORE COBALT HOLDINGS, 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 GSCP V GMBH COBALT HOLDINGS, L.P. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Anthony DeRose, Yvette Kosic, Rachel E. Parrish and Kevin P. Treanor, (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 confir ming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 10, 2009. GSCP V GMBH COBALT HOLDINGS, L.P. By: GSCP V GMBH COBALT HOLDINGS, its general partner By: /s/ Philip Grovit Name: Philip Grovit - ---------------------------- 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 GSCP V GMBH COBALT HOLDINGS, L.P. (the "Company"), pursuant to that Power of Attorney dated December 10, 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. GSCP V GMBH COBALT HOLDINGS, L.P. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.15) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI GMBH COBALT HOLDINGS, L.P. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Anthony DeRose, Yvette Kosic, Rachel E. Parrish and Kevin P. Treanor, (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 confi rming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 10, 2009. GSCP VI GMBH COBALT HOLDINGS, L.P., its sole member By: GSCP VI GMBH COBALT HOLDINGS, its general partner By: /s/ Philip Grovit Name: Philip Grovit - ---------------------------- 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 GSCP VI GMBH COBALT HOLDINGS, L.P. (the "Company"), pursuant to that Power of Attorney dated December 10, 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. GSCP VI GMBH COBALT HOLDINGS, 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 GSCP V GMBH COBALT HOLDINGS (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Anthony DeRose, Yvette Kosic, Rachel E. Parrish and Kevin P. Treanor, (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 a ll that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 10, 2009. GSCP V GMBH COBALT HOLDINGS By: /s/ Philip Grovit Name: Philip Grovit - ---------------------------- 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 GSCP V GMBH COBALT HOLDINGS (the "Company"), pursuant to that Power of Attorney dated December 10, 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. GSCP V GMBH COBALT HOLDINGS By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.17) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI GMBH COBALT HOLDINGS (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Anthony DeRose, Yvette Kosic, Rachel E. Parrish and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 10, 2009. GSCP VI GMBH COBALT HOLDINGS By: /s/ Philip Grovit Name: Philip Grovit - ---------------------------- 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 GSCP VI GMBH COBALT HOLDINGS (the "Company"), pursuant to that Power of Attorney dated December 10, 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. GSCP VI GMBH COBALT HOLDINGS 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 CAPITAL PARTNERS V FUND, L.P. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, 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 s ignatories, 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 April 12, 2006. GS CAPITAL PARTNERS V FUND, L.P. By: GSCP V Advisors, L.L.C., its General Partner By:/s/ Adrian M. Jones - ---------------------------- Name: Adrian M. Jones 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 V FUND, L.P. (the "Company"), pursuant to that Power of Attorney dated April 12, 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 CAPITAL PARTNERS V FUND, L.P. 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 CAPITAL PARTNERS VI FUND, L.P. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (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, her eby 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 April 1, 2008. GS CAPITAL PARTNERS VI FUND, L.P. By: GSCP VI ADVISORS, L.L.C., its general partner By:/s/ Christine Vollertsen - ---------------------------- Name: Christine Vollertsen 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 VI FUND, L.P. (the "Company"), pursuant to that Power of Attorney dated April 1, 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. GS CAPITAL PARTNERS VI 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 CAPITAL PARTNERS V OFFSHORE FUND, L.P. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, 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 au thorized 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 April 12, 2006. GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. By: GSCP V OFFSHORE ADVISORS, L.L.C., its General Partner By:/s/ Adrian M. Jones - ---------------------------- Name: Adrian M. Jones 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 V OFFSHORE FUND, L.P. (the "Company"), pursuant to that Power of Attorney dated April 12, 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 CAPITAL PARTNERS V OFFSHORE FUND, L.P. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.21) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (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 signato ries, 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 April 1, 2008. GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. By: GSCP VI OFFSHORE ADVISORS, L.L.C., its general partner By:/s/ Christine Vollertsen - ---------------------------- Name: Christine Vollertsen 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 VI OFFSHORE FUND, L.P. (the "Company"), pursuant to that Power of Attorney dated April 1, 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. GS CAPITAL PARTNERS VI OFFSHORE FUND, 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 GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, 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 April 12, 2006. GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. By: GS ADVISORS V, L.L.C., its General Partner By:/s/ Adrian M. Jones - ---------------------------- Name: Adrian M. Jones 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 V INSTITUTIONAL, L.P. (the "Company"), pursuant to that Power of Attorney dated April 12, 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 CAPITAL PARTNERS V INSTITUTIONAL, L.P. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.23) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI PARALLEL, L.P. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (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 April 1, 2008. GS CAPITAL PARTNERS VI PARALLEL, L.P. BY: GS ADVISORS VI, L.L.C., its general partner By:/s/ Christine Vollertsen - ---------------------------- Name: Christine Vollertsen 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 VI PARALLEL, L.P. (the "Company"), pursuant to that Power of Attorney dated April 1, 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. GS CAPITAL PARTNERS VI PARALLEL, 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 GS CAPITAL PARTNERS V GMBH & CO. KG (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, 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 authorize d 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 April 12, 2006. GS CAPITAL PARTNERS V GMBH & CO. KG By: GS ADVISORS V, L.L.C., its Managing Limited Partner By:/s/ Adrian M. Jones - ---------------------------- Name: Adrian M. Jones 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 V GMBH & CO. KG (the "Company"), pursuant to that Power of Attorney dated April 12, 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 CAPITAL PARTNERS V GMBH & CO. KG By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.25) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI GMBH & CO. KG (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (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 April 1, 2008. GS CAPITAL PARTNERS VI GMBH & CO. KG By: GS ADVISORS VI, L.L.C., its managing limited partner By:/s/ Christine Vollertsen - ---------------------------- Name: Christine Vollertsen 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 VI GMBH & CO. KG (the "Company"), pursuant to that Power of Attorney dated April 1, 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. GS CAPITAL PARTNERS VI GMBH & CO. KG By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.26) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP V ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of 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. GSCP V ADVISORS, L.L.C. 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 GSCP V ADVISORS, L.L.C. (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. GSCP V ADVISORS, L.L.C. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.27) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (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 April 1, 2008. GSCP VI ADVISORS, L.L.C. By:/s/ Christine Vollertsen - ---------------------------- Name: Christine Vollertsen 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 GSCP VI ADVISORS, L.L.C. (the "Company"), pursuant to that Power of Attorney dated April 1, 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. GSCP VI ADVISORS, L.L.C. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.28) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP V OFFSHORE ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of 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. GSCP V OFFSHORE ADVISORS, L.L.C. 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 GSCP V OFFSHORE ADVISORS, L.L.C. (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. GSCP V OFFSHORE ADVISORS, L.L.C. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.29) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI OFFSHORE ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (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, her eby 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 April 1, 2008. GSCP VI OFFSHORE ADVISORS, L.L.C. By:/s/ Christine Vollertsen - ---------------------------- Name: Christine Vollertsen 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 GSCP VI OFFSHORE ADVISORS, L.L.C.(the "Company"), pursuant to that Power of Attorney dated April 1, 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. GSCP VI OFFSHORE ADVISORS, L.L.C. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.30) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS V, L.L.C. (the "Company") does hereby make, constitute and appoint each of 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 rati fying 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 ADVISORS V, L.L.C. 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 GS ADVISORS V, L.L.C. (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 ADVISORS V, L.L.C. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.31) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS VI, L.L.C. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (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 ratifyi ng 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 April 1, 2008. GS ADVISORS VI, L.L.C. By: /s/ Christine Vollertsen - ---------------------------- Name: Christine Vollersten 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 VI, L.L.C. (the "Company"), pursuant to that Power of Attorney dated April 1, 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. GS ADVISORS VI, L.L.C. By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact EXHIBIT (99.32) 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 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. 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 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. GOLDMAN, SACHS MANAGEMENT GP GMBH By: /s/ Yvette Kosic ____________________________ Name: Yvette Kosic Title: Attorney-In-Fact -----END PRIVACY-ENHANCED MESSAGE-----