--------------------------------- OMB APPROVAL --------------------------------- OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response...........10.4 --------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _)* Mindray Medical International Limited ------------------------------------------------------------------------------- (Name of Issuer) Class A ordinary shares, par value HK$0.001 per share ------------------------------------------------------------------------------- (Title of Class of Securities) 602675100 -------------------------------------------- (CUSIP Number) December 31, 2006 ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1745 (3-06) Page 1 of 27 pages ----------------------- CUSIP No. 602675100 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) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 8,975,105 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 8,975,105 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 8,975,105 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 14.3% ------------------------------------------------------------------------------ 12. Type of Reporting Person HC-CO ------------------------------------------------------------------------------ Page 2 of 27 pages ----------------------- CUSIP No. 602675100 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) [_] ------------------------------------------------------------------------------ 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 8,897,105 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 8,975,105 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 8,975,105 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 14.3% ------------------------------------------------------------------------------ 12. Type of Reporting Person BD-PN-IA ------------------------------------------------------------------------------ Page 3 of 27 pages ----------------------- CUSIP No. 602675100 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) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 4,725,931 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 4,725,931 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,725,931 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 7.5% ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 4 of 27 pages ----------------------- CUSIP No. 602675100 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) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 4,725,931 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 4,725,931 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,725,931 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 7.5% ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 5 of 27 pages ----------------------- CUSIP No. 602675100 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) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Cayman Islands ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 2,441,220 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 2,441,220 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,441,220 ------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------ Page 6 of 27 pages ----------------------- CUSIP No. 602675100 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) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 2,441,220 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 2,441,220 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,441,220 ------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------ Page 7 of 27 pages ----------------------- CUSIP No. 602675100 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) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 1,620,590 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 1,620,590 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,620,590 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 2.6% ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 8 of 27 pages ----------------------- CUSIP No. 602675100 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) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Germany ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 187,364 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 187,364 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 187,364 ------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------ Page 9 of 27 pages ----------------------- CUSIP No. 602675100 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) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Germany ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 187,364 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 187,364 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 187,364 ------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------ Page 10 of 27 pages ----------------------- CUSIP No. 602675100 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) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 1,807,954 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 1,807,954 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,807,954 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 2.9% ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 11 of 27 pages Item 1(a). Name of Issuer: Mindray Medical International Limited Item 1(b). Address of Issuer's Principal Executive Offices: Mindray Building, Keji 12th Road South Hi-tech Industrial Park, Nanshan Shenzhen 518057 People's Republic of China Item 2(a). Name of Persons Filing: The Goldman Sachs Group, Inc., Goldman, Sachs & Co., GS Capital Partners V Fund, L.P., GSCP V Advisors, L.L.C., GS Capital Partners V Offshore Fund, L.P., GSCP V Offshore Advisors, L.L.C., GS Capital Partners V Institutional, L.P., GS Capital Partners V GmbH & Co. KG, Goldman, Sachs Management GP GmbH and GS Advisors V, 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 V Fund, L.P., GSCP V Advisors, L.L.C., GS Capital Partners V Institutional, L.P., GSCP V Offshore Advisors, L.L.C. and GS Advisors V, L.L.C.: 85 Broad Street, New York, NY 10004 GS Capital Partners V 2000 Offshore Fund, L.P.,: c/o M&C Corporate Services Ltd., P.O. Box 309, Grand Cayman, Cayman Islands GS Capital Partners V GmbH & Co. KG and Goldman, Sachs Management GP GmbH: MesseTurm, 60308 Frankfurt am Main, Germany Item 2(c). Citizenship: The Goldman Sachs Group, Inc. - Delaware Goldman, Sachs & Co. - New York GS Capital Partners V Fund, L.P.- Delaware GSCP V Advisors, L.L.C. - Delaware GS Capital Partners V Offshore Fund, L.P. - Cayman Islands GSCP V Offshore Advisors, L.L.C. - Delaware GS Capital Partners V Institutional, L.P. - Delaware GS Capital Partners V GmbH & Co. KG - Germany Goldman, Sachs Management GP GmbH - Germany GS Advisors V, L.L.C.- Delaware Item 2(d). Title of Class of Securities: Class A ordinary shares, par value HK$0.001 per share Item 2(e). CUSIP Number: 602675100 Item 3. Not applicable. This Schedule 13G is filed pursuant to Rule 13d-1(d). Page 12 of 27 pages Item 4. Ownership.* (a). Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s). (b). Percent of Class: See the response(s) to Item 11 on the attached cover page(s). (c). Number of shares as to which such person has: (i). Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s). (ii). Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s). (iii). Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s). (iv). Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s). Item 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. Not Applicable 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. Not Applicable 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. Page 13 of 27 pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 14, 2007 THE GOLDMAN SACHS GROUP, INC. GOLDMAN, SACHS & CO. By:/s/ Yvette Kosic By:/s/ Yvette Kosic --------------------------------- --------------------------------- Name: Yvette Kosic Name: Yvette Kosic Title: Attorney-in-fact Title: Attorney-in-fact GS CAPITAL PARTNERS V FUND, L.P. GSCP V ADVISORS, L.L.C. By:/s/ Yvette Kosic By:/s/ Yvette Kosic --------------------------------- --------------------------------- Name: Yvette Kosic Name: Yvette Kosic Title: Attorney-in-fact Title: Attorney-in-fact GS CAPITAL PARTNERS V OFFSHORE GSCP V OFFSHORE ADVISORS, L.L.C. FUND, L.P. By:/s/ Yvette Kosic By:/s/ Yvette Kosic --------------------------------- --------------------------------- Name: Yvette Kosic Name: Yvette Kosic Title: Attorney-in-fact Title: Attorney-in-fact GS CAPITAL PARTNERS V INSTITUTIONAL, GS CAPITAL PARTNERS V GMBH & CO. KG L.P. By:/s/ Yvette Kosic By:/s/ Yvette Kosic --------------------------------- --------------------------------- Name: Yvette Kosic Name: Yvette Kosic Title: Attorney-in-fact Title: Attorney-in-fact GOLDMAN, SACHS MANAGEMENT GP GMBH GS ADVISORS V, L.L.C. By:/s/ Yvette Kosic By:/s/ Yvette Kosic --------------------------------- --------------------------------- Name: Yvette Kosic Name: Yvette Kosic Title: Attorney-in-fact Title: Attorney-in-fact Page 14 of 27 pages INDEX TO EXHIBITS Exhibit No. Exhibit ----------- ------- 99.1 Joint Filing Agreement, dated February 14, 2007 99.2 Item 7 Information 99.3 Power of Attorney, dated as of November 7, 2005, relating to The Goldman Sachs Group, Inc. 99.4 Power of Attorney, dated as of November 7, 2005, relating to Goldman, Sachs & Co. 99.5 Power of Attorney, dated as of April 12, 2006, relating to GS Capital Partners V Fund, L.P. 99.6 Power of Attorney, dated as of April 12, 2006, relating to GSCP V Advisors, L.L.C. 99.7 Power of Attorney, dated as of April 12, 2006, relating to GS Capital Partners V Offshore Fund, L.P. 99.8 Power of Attorney, dated as of April 12, 2006, relating to GSCP V Offshore Advisors, L.L.C. 99.9 Power of Attorney, dated as of April 12, 2006, relating to GS Capital Partners V Institutional, L.P. 99.10 Power of Attorney, dated as of April 12, 2006, relating to GS Capital Partners V GmbH & Co. KG 99.11 Power of Attorney, dated as of November 21, 2005, relating to Goldman, Sachs Management GP GmbH 99.12 Power of Attorney, dated as of April 12, 2006, relating to GS Advisors V, L.L.C. Page 15 of 27 pages 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 Class A ordinary shares, par value HK$0.001 per share, of Mindray Medical International Limited 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 14, 2007 THE GOLDMAN SACHS GROUP, INC. GOLDMAN, SACHS & CO. By:/s/ Yvette Kosic By:/s/ Yvette Kosic --------------------------------- --------------------------------- Name: Yvette Kosic Name: Yvette Kosic Title: Attorney-in-fact Title: Attorney-in-fact GS CAPITAL PARTNERS V FUND, L.P. GSCP V ADVISORS, L.L.C. By:/s/ Yvette Kosic By:/s/ Yvette Kosic --------------------------------- --------------------------------- Name: Yvette Kosic Name: Yvette Kosic Title: Attorney-in-fact Title: Attorney-in-fact GS CAPITAL PARTNERS V OFFSHORE GSCP V OFFSHORE ADVISORS, L.L.C. FUND, L.P. By:/s/ Yvette Kosic By:/s/ Yvette Kosic --------------------------------- --------------------------------- Name: Yvette Kosic Name: Yvette Kosic Title: Attorney-in-fact Title: Attorney-in-fact GS CAPITAL PARTNERS V INSTITUTIONAL, GS CAPITAL PARTNERS V GMBH & CO. KG L.P. By:/s/ Yvette Kosic By:/s/ Yvette Kosic --------------------------------- --------------------------------- Name: Yvette Kosic Name: Yvette Kosic Title: Attorney-in-fact Title: Attorney-in-fact GOLDMAN, SACHS MANAGEMENT GP GMBH GS ADVISORS V, L.L.C. By:/s/ Yvette Kosic By:/s/ Yvette Kosic --------------------------------- --------------------------------- Name: Yvette Kosic Name: Yvette Kosic Title: Attorney-in-fact Title: Attorney-in-fact Page 16 of 27 pages Exhibit (99.2) ITEM 7 INFORMATION The securities being reported on by The Goldman Sachs Group, Inc. ("GS Group"), as a parent holding company, are owned by GS Capital Partners V Fund, L.P., and GS Capital Partners V Institutional, L.P., each a Delaware limited partnership, GS Capital Partners V Offshore Fund, L.P., a Cayman Islands exempted limited partnership, and GS Capital Partners V GmbH & Co. KG, a German civil law partnership with limitation of liability (collectively, the "Investing Entities"), or are owned, or may be deemed to be beneficially owned, by Goldman, Sachs & Co. ("Goldman Sachs"), a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. The general partner, managing general partner or other manager of each of the Investing Entities is an affiliate of GS Group. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Investing Entities. Page 17 of 27 pages Exhibit (99.3) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 7, 2005. THE GOLDMAN SACHS GROUP, INC. By:/s/ Gregory K. Palm ------------------------------------ Name: Gregory K. Palm Title: Executive Vice President and General Counsel Page 18 of 27 pages Exhibit (99.4) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 7, 2005. GOLDMAN, SACHS & CO. By:/s/ Gregory K. Palm ---------------------------- Name: Gregory K. Palm Title: Managing Director Page 19 of 27 pages Exhibit (99.5) 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-in-fact, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of 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 Page 20 of 27 pages Exhibit (99.6) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP V ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of 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-in-fact, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 12, 2006. GSCP V ADVISORS, L.L.C. By: /s/ Adrian M. Jones ------------------------------ Name: Adrian M. Jones Title: Managing Director Page 21 of 27 pages Exhibit (99.7) 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-in-fact, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of 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 Page 22 of 27 pages Exhibit (99.8) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP V OFFSHORE ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of 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-in-fact, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 12, 2006. GSCP V OFFSHORE ADVISORS, L.L.C. By: /s/ Adrian M. Jones ------------------------- Name: Adrian M. Jones Title: Managing Director Page 23 of 27 pages Exhibit (99.9) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. (the "Company") does hereby make, constitute and appoint each of 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-in-fact, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of 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 Page 24 of 27 pages Exhibit (99.10) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V GmbH & CO. KG (the "Company") does hereby make, constitute and appoint each of 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-in-fact, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of 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 Page 25 of 27 pages Exhibit (99.11) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS MANAGEMENT GP GMBH (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 21, 2005. GOLDMAN, SACHS MANAGEMENT GP GMBH By:/s/ John E. Bowman --------------------------- Name: John E. Bowman Title: Managing Director Page 26 of 27 pages Exhibit (99.12) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS V, L.L.C. (the "Company") does hereby make, constitute and appoint each of 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-in-fact, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 12, 2006. GS ADVISORS V, L.L.C. By: /s/ Adrian M. Jones ------------------------------ Name: Adrian M. Jones Title: Managing Director Page 27 of 27 pages