UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._)*
DOLLAR GENERAL CORPORATION
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.875 par value
-------------------------------------------------------------------------------
(Title of Class of Securities)
256677105
--------------------------------------------
(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. 256677105 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
64,990,262
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
64,990,262
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
64,990,262
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
19.1%
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
------------------------------------------------------------------------------
-----------------------
CUSIP No. 256677105 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
64,990,262
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
64,990,262
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
64,990,262
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
19.1%
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-PN-IA
------------------------------------------------------------------------------
-----------------------
CUSIP No. 256677105 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
24,016,672
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
24,016,672
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
24,016,672
------------------------------------------------------------------------------
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. 256677105 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
24,016,672
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
24,016,672
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
24,016,672
------------------------------------------------------------------------------
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. 256677105 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
19,976,223
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
19,976,223
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
19,976,223
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.9%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
-----------------------
CUSIP No. 256677105 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
19,976,223
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
19,976,223
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
19,976,223
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.9%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
-----------------------
CUSIP No. 256677105 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
6,604,177
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
6,604,177
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,604,177
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.9%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
-----------------------
CUSIP No. 256677105 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
6,604,177
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
6,604,177
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,604,177
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.9%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
-----------------------
CUSIP No. 256677105 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
853,553
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
853,553
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
853,553
------------------------------------------------------------------------------
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. 256677105 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
853,553
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
853,553
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
853,553
------------------------------------------------------------------------------
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
CO
------------------------------------------------------------------------------
-----------------------
CUSIP No. 256677105 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS DGC INVESTORS, 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
3,624,714
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
3,624,714
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,624,714
------------------------------------------------------------------------------
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. 256677105 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS DGC 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
3,624,714
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
3,624,714
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,624,714
------------------------------------------------------------------------------
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. 256677105 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS DGC INVESTORS OFFSHORE HOLDINGS, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
7,206,996
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
7,206,996
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,206,996
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
2.1%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
-----------------------
CUSIP No. 256677105 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS DGC OFFSHORE ADVISORS, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
7,206,996
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
7,206,996
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,206,996
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
2.1%
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
-----------------------
CUSIP No. 256677105 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSUIG, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,707,927
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,707,927
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,707,927
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.8%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Item 1(a). Name of Issuer:
DOLLAR GENERAL CORPORATION
Item 1(b). Address of Issuer's Principal Executive Offices:
100 Mission Ridge
Goodlettsville, TN 37072
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN, SACHS & CO.
GS CAPITAL PARTNERS VI FUND, L.P.
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
GS CAPITAL PARTNERS VI PARALLEL, L.P
GS CAPITAL PARTNERS VI GMBH & CO. KG
GS ADVISORS VI, L.L.C.
GSCP VI ADVISORS, L.L.C.
GSCP VI OFFSHORE ADVISORS, L.L.C.
GOLDMAN, SACHS MANAGEMENT GP GMBH
GOLDMAN SACHS DGC INVESTORS, L.P.
GS DGC ADVISORS, L.L.C.
GOLDMAN SACHS DGC INVESTORS OFFSHORE HOLDINGS, L.P.
GS DGC OFFSHORE ADVISORS, INC.
GSUIG, L.L.C
Item 2(b). Address of Principal Business Office or, if none, Residence:
THE GOLDMAN SACHS GROUP, INC., GOLDMAN, SACHS & CO., GS
CAPITAL PARTNERS VI FUND, L.P., GS CAPITAL PARTNERS VI
OFFSHORE FUND, L.P., GS CAPITAL PARTNERS VI PARALLEL, L.P.,
GSCP VI ADVISORS, L.L.C., GS ADVISORS VI, L.L.C., GSCP VI
OFFSHORE ADVISORS, L.L.C., GOLDMAN SACHS DGC INVESTORS, L.P.,
GS DGC ADVISORS, L.L.C., GOLDMAN SACHS DGC INVESTORS OFFSHORE
HOLDINGS, L.P., GS DGC OFFSHORE ADVISORS, INC., GSUIG, L.L.C:
85 Broad Street, New York, NY 10004
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.:
c/o M&C Corporate Services Ltd.,
P.O. Box 309, Grand Cayman, Cayman Islands
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
GS CAPITAL PARTNERS VI FUND, L.P. - Delaware
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.- Cayman Islands
GS CAPITAL PARTNERS VI PARALLEL, L.P. - Delaware
GS CAPITAL PARTNERS VI GMBH & CO. KG - Germany
GSCP VI ADVISORS, L.L.C. - Delaware
GS ADVISORS VI, L.L.C. - Delaware
GSCP VI OFFSHORE ADVISORS, L.L.C. - Delaware
GOLDMAN SACHS DGC INVESTORS, L.P. - Delaware
GS DGC ADVISORS, L.L.C. - Delaware
GOLDMAN SACHS DGC INVESTORS OFFSHORE HOLDINGS, L.P.
- Delaware
GS DGC OFFSHORE ADVISORS, INC. - Delaware
GSUIG, L.L.C. - Delaware
GOLDMAN, SACHS MANAGEMENT GP GMBH - Germany
Item 2(d). Title of Class of Securities:
Common Stock, $0.875 par value
Item 2(e). CUSIP Number:
256677105
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[ ] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[ ] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Clients of the Reporting Person(s) have or may have the
right to receive or the power to direct the receipt of
dividends from,or the proceeds from the sale of, securities
held in their accounts. Clients known to have such right or
power with respect to more than 5% of the class of
securities to which this report relates are:
NONE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
See Exhibit (99.3)
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
--------------------------
* In accordance with the Securities and Exchange Commission Release No. 34-39538
(January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion, or both and (ii) certain
investment entities of which the Goldman Sachs Reporting Units act as the
general partner, managing general partner or other manager, to the extent
interests in such entities are held by persons other than the Goldman Sachs
Reporting Units.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 16, 2010
THE GOLDMAN SACHS GROUP, INC.
By:/s/ John Colangelo
----------------------------------------
Name: John Colangelo
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ John Colangelo
----------------------------------------
Name: John Colangelo
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI 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 VI PARALLEL, L.P.
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
GS CAPITAL PARTNERS VI GMBH & CO. KG
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 VI OFFSHORE ADVISORS, 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
GOLDMAN SACHS DGC INVESTORS, L.P.
By:/s/ John Colangelo
----------------------------------------
Name: John Colangelo
Title: Attorney-in-fact
GS DGC ADVISORS, L.L.C.
By:/s/ John Colangelo
----------------------------------------
Name: John Colangelo
Title: Attorney-in-fact
GOLDMAN SACHS DGC INVESTORS OFFSHORE HOLDINGS, L.P.
By:/s/ John Colangelo
----------------------------------------
Name: John Colangelo
Title: Attorney-in-fact
GS DGC OFFSHORE ADVISORS, INC.
By:/s/ John Colangelo
----------------------------------------
Name: John Colangelo
Title: Attorney-in-fact
GSUIG, L.L.C.
By:/s/ John Colangelo
----------------------------------------
Name: John Colangelo
Title: Attorney-in-fact
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Item 8 Information
99.4 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.5 Power of Attorney, relating to
GOLDMAN, SACHS & CO.
99.6 Power of Attorney, relating to
GS CAPITAL PARTNERS VI FUND, L.P.
99.7 Power of Attorney, relating to
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
99.8 Power of Attorney, relating to
GS CAPITAL PARTNERS VI PARALLEL, L.P.
99.9 Power of Attorney, relating to
GS CAPITAL PARTNERS VI GMBH & CO. KG
99.10 Power of Attorney, relating to
GSCP VI ADVISORS, L.L.C.
99.11 Power of Attorney, relating to
GSCP VI OFFSHORE ADVISORS, L.L.C.
99.12 Power of Attorney, relating to
GOLDMAN, SACHS MANAGEMENT GP GMBH
99.13 Power of Attorney, relating to
GOLDMAN SACHS DGC INVESTORS, L.P.
99.14 Power of Attorney, relating to
GS DGC ADVISORS, L.L.C.
99.15 Power of Attorney, relating to
GOLDMAN SACHS DGC INVESTORS OFFSHORE HOLDINGS, L.P.
99.16 Power of Attorney, relating to
GS DGC OFFSHORE ADVISORS, INC.
99.17 Power of Attorney, relating to
GSUIG, L.L.C
99.18 Power of Attorney, relating to
GS ADVISORS VI, L.L.C.
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange
Act of 1934, the undersigned agree to the joint filing of a Statement on
Schedule 13G (including any and all amendments thereto) with respect to the
Common Stock, $0.875 par value, of DOLLAR GENERAL CORPORATION and further agree
to the filing of this agreement as an Exhibit thereto. In addition, each party
to this Agreement expressly authorizes each other party to this Agreement to
file on its behalf any and all amendments to such Statement on Schedule 13G.
Date: February 16, 2010
THE GOLDMAN SACHS GROUP, INC.
By:/s/ John Colangelo
----------------------------------------
Name: John Colangelo
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ John Colangelo
----------------------------------------
Name: John Colangelo
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI 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 VI PARALLEL, L.P.
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
GS CAPITAL PARTNERS VI GMBH & CO. KG
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 VI OFFSHORE ADVISORS, 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
GOLDMAN SACHS DGC INVESTORS, L.P.
By:/s/ John Colangelo
----------------------------------------
Name: John Colangelo
Title: Attorney-in-fact
GS DGC ADVISORS, L.L.C.
By:/s/ John Colangelo
----------------------------------------
Name: John Colangelo
Title: Attorney-in-fact
GOLDMAN SACHS DGC INVESTORS OFFSHORE HOLDINGS, L.P.
By:/s/ John Colangelo
----------------------------------------
Name: John Colangelo
Title: Attorney-in-fact
GS DGC OFFSHORE ADVISORS, INC.
By:/s/ John Colangelo
----------------------------------------
Name: John Colangelo
Title: Attorney-in-fact
GSUIG, L.L.C.
By:/s/ John Colangelo
----------------------------------------
Name: John Colangelo
Title: Attorney-in-fact
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by THE GOLDMAN SACHS GROUP, INC. ("GS Group"),
as a parent holding company, are owned by Buck Holdings, L.P.Buck Holdings, LLC
is the General Partner of Buck Holdings, LLC. The membership interests of Buck
Holdings, LLC are held by a private investor group, including affiliates of each
of Kohlberg Kravis Roberts & Co. L.P. and 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. GS CAPITAL PARTNERS VI FUND, L.P., GS CAPITAL PARTNERS VI PARALLEL,
L.P., GOLDMAN SACHS DGC INVESTORS, L.P.,GSUIG, L.L.C., each a Delaware limited
partnership, GS CAPITAL PARTNERS VI OFFSHORE FUND, and GOLDMAN SACHS DGC
INVESTORS OFFSHORE HOLDINGS, L.P. each a Cayman Islands exempted limited
partnership, and GOLDMAN, SACHS MANAGEMENT GP GMBH, a German civil law
partnership with limitation of liability (collectively, the "Investing
Entities"), each directly own limited partnership interests in Buck Holdings
L.P. which or are owned, or may be deemed to be beneficially owned, by Goldman
Sachs. The general partner, managing general partner or other manager of each of
the Investing Entities is an affiliate of GS Group. Goldman Sachs is a direct
and indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the
investment manager of certain of the Investing Entities.
EXHIBIT (99.3)
ITEM 8 INFORMATION
Each of the Investing Entities directly own limited partnership interests in
Buck Holdings L.P. The limited partnership interests of Buck Holdings L.P. are
held by a private investor group, which including affiliates of each of Kohlberg
Kravis Roberts & Co Inc. and Goldman Sachs and other equity investors. The
aggregate number of shares of common stock, par value $0.875 per share (the
"Common Stock") of Dollar General Corporation (the "Issuer") held by Buck
Holdings L.P. is 299,713,583, or 88% of the Common Stock of the Issuer based on
340,588,205 shares of Common Stock outstanding as of December 1, 2009. The share
ownership reported for the Investing Entities does not include any shares of
Common Stock owned by other investors in Buck Holdings L.P., except to the
extent disclosed in this Schedule 13G. Each of the Investing Entities disclaims
benficial ownership of any shares of Common Stock owned by Buck Holdings L.P. or
by the other investors of Buck Holdings L.P., except to the extent disclosed in
thi s Schedule 13G.
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Bruce A. Albert,
Andrea DeMar, Yvette Kosic, Rachel Parrish, Kevin P. Treanor, Michael T. Seeley,
and Anthony DeRose, (and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in it
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
October 6, 2008.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
----------------------------
GREGORY K. PALM
Executive Vice President and General Counsel
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed
attorney-in-fact of THE GOLDMAN SACHS GROUP, INC. (the "Company"), pursuant to
that Power of Attorney dated October 6,2008 (the "POA"), does hereby designate
John Colangelo,an employee of GOLDMAN, SACHS & CO. (the "Firm"),as an additional
attorney-in-fact, with the same authority to act as provided to the undersigned
and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company or the Firm, or until such time as
the person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of the Firm or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
February 16, 2010.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Yvette Kosic
____________________________
Name: Yvette Kosic
Title: Attorney-In-Fact
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company")
does hereby make, constitute and appoint each of Bruce A. Albert, Andrea DeMar,
Yvette Kosic, Rachel Parrish, Kevin P. Treanor, Michael T. Seeley, and Anthony
DeRose, (and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in it name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
October 6, 2008.
GOLDMAN, SACHS & CO.
By: /s/ Gregory K. Palm
----------------------------
GREGORY K. PALM
Managing Director
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed
attorney-in-fact of GOLDMAN, SACHS & CO. (the "Company") , pursuant to that
Power of Attorney dated October 6, 2008 (the "POA"), does hereby designate John
Colangelo, an employee of the Company, as an additional attorney-in-fact, with
the same authority to act as provided to the undersigned and the other
attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
February 16, 2010.
GOLDMAN, SACHS & CO.
By: /s/ Yvette Kosic
____________________________
Name: Yvette Kosic
Title: Attorney-In-Fact
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS 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 it
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of 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
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 (99.7)
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 it
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of 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 (99.8)
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 it
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
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 (99.9)
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 it
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of 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 (99.10)
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 it name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully
do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
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 (99.11)
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 it
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
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 (99.12)
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
EXHIBIT (99.13)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS DGC INVESTORS, L.P.
(the "Company") does hereby make, constitute and appoint each of Bruce A.
Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Justine Hansen, Kevin P.
Treanor and Anthony DeRose (and any other employee of The Goldman Sachs Group,
Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in it name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of September 8, 2009.
GOLDMAN SACHS DGC INVESTORS, L.P.
By: GS DGC ADVISORS, L.L.C.
By:/s/ John E. Bowman
-----------------------------------
Name: John E. Bowman
Title: Secretary
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed
attorney-in-fact of GOLDMAN SACHS DGC INVESTORS, L.P. (the "Company"), pursuant
to that Power of Attorney dated September 8, 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 DGC INVESTORS, L.P.
By: /s/ Yvette Kosic
____________________________
Name: Yvette Kosic
Title: Attorney-In-Fact
EXHIBIT (99.14)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS DGC 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 it name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of September 8, 2009.
GS DGC ADVISORS, L.L.C.
By:/s/ John E. Bowman
-----------------------------------
Name: John E. Bowman
Title: Secretary
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed
attorney-in-fact of GS DGC ADVISORS, L.L.C. (the "Company"), pursuant to that
Power of Attorney dated September 8, 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 DGC ADVISORS, L.L.C.
By: /s/ Yvette Kosic
____________________________
Name: Yvette Kosic
Title: Attorney-In-Fact
EXHIBIT (99.15)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS DGC INVESTORS
OFFSHORE HOLDINGS, L.P. (the "Company") does hereby make, constitute and appoint
each of Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Justine
Hansen, Kevin P. Treanor and Anthony DeRose (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one
of the attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in it name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of September 8, 2009.
GOLDMAN SACHS DGC INVESTORS OFFSHORE HOLDINGS, L.P.
By: GS DGC OFFSHORE ADVISORS, INC.
By:/s/ John E. Bowman
-----------------------------------
Name: John E. Bowman
Title: Secretary
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed
attorney-in-fact of GOLDMAN SACHS DGC INVESTORS OFFSHORE HOLDINGS, L.P. (the
"Company"), pursuant to that Power of Attorney dated September 8, 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 DGC INVESTORS OFFSHORE 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 GS DGC OFFSHORE ADVISORS, INC.
(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 it name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of September 8, 2009.
GS DGC OFFSHORE ADVISORS, INC.
By:/s/ John E. Bowman
-----------------------------------
Name: John E. Bowman
Title: Secretary
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed
attorney-in-fact of GS DGC OFFSHORE ADVISORS, INC. (the "Company"), pursuant
to that Power of Attorney dated September 8, 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 DGC OFFSHORE ADVISORS, INC.
By: /s/ Yvette Kosic
____________________________
Name: Yvette Kosic
Title: Attorney-In-Fact
EXHIBIT (99.17)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSUIG, 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 it name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of September 8, 2009.
GSUIG, L.L.C.
By: /s/ Richard Friedman
-----------------------------------
Name: Richard Friedman
Title: Director
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed
attorney-in-fact of GSUIG, L.L.C. (the "Company"), pursuant to that Power of
Attorney dated September 8, 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.
GSUIG, L.L.C.
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 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 it name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby 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