SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/11/2013
3. Issuer Name and Ticker or Trading Symbol
ARAMARK Holdings Corp [ ARMK ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share 42,400,000 I See footnotes(1)(2)(3)(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOLDMAN SACHS & CO

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GS CAPITAL PARTNERS V FUND, L.P.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GS CAPITAL PARTNERS V GMBH & CO. KG

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GSCP V ADVISORS, L.L.C.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GSCP V OFFSHORE ADVISORS, L.L.C.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GS ADVISORS V, L.L.C.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOLDMAN, SACHS MANAGEMENT GP GMBH

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
Explanation of Responses:
1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GSCP V Advisors, L.L.C. ("GSCP V Advisors"), GSCP V Offshore Advisors, L.L.C. ("GSCP V Offshore Advisors"), GS Advisors V, L.L.C. ("GS Advisors V"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Capital Partners V Fund, L.P. ("GS Capital V"), GS Capital Partners V GmbH & Co. KG ("GS Germany V"), GS Capital Partners V Institutional, L.P. ("GS V Institutional"), GS Capital Partners V Offshore Fund, L.P. ("GS V Offshore," and, together with GS Capital V, GS Germany V and GS V Institutional, the "Funds"). GS Group, Goldman Sachs, GSCP V Advisors, GSCP V Offshore Advisors, GS Advisors V, GS GmbH and the Funds are defined collectively, as the "Reporting Persons".
2. Goldman Sachs and GS Group may be deemed to beneficially own indirectly 42,400,000 shares of common stock, par value $0.01 per share (the "Common Stock") of Aramark Holdings Corporation by reason of the direct beneficial ownership of such shares by the Funds. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of the Funds. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Funds.
3. GS Capital V beneficially owns directly 22,326,144 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GSCP V Advisors. GS V Offshore beneficially owns directly 11,532,758 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GSCP V Offshore Advisors. GS V Institutional beneficially owns directly 7,655,956 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GS Advisors V. GS Germany V beneficially owns directly 885,142 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GS GmbH.
4. The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
/s/ Kevin P. Treanor, Attorney-in-fact 12/11/2013
/s/ Kevin P. Treanor, Attorney-in-fact 12/11/2013
/s/ Kevin P. Treanor, Attorney-in-fact 12/11/2013
/s/ Kevin P. Treanor, Attorney-in-fact 12/11/2013
/s/ Kevin P. Treanor, Attorney-in-fact 12/11/2013
/s/ Kevin P. Treanor, Attorney-in-fact 12/11/2013
/s/ Kevin P. Treanor, Attorney-in-fact 12/11/2013
/s/ Kevin P. Treanor, Attorney-in-fact 12/11/2013
/s/ Kevin P. Treanor, Attorney-in-fact 12/11/2013
/s/ Kevin P. Treanor, Attorney-in-fact 12/11/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
rrd357370_404918.html


                               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

rrd357370_404919.html
                                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 Bruce A. Albert,
Andrea DeMar, Yvette Kosic, Rachel Parrish, Justine Hansen, Kevin P. Treanor and
Anthony DeRose, (and any other employee of The Goldman Sachs Group, Inc. or one
of its affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 29, 2009.GS CAPITAL PARTNERS V FUND, L.P.

By: GSCP V Advisors, L.L.C.

By: /s/ John E. Bowman
---------------------------
Name: John E. Bowman
Title: Managing Director

rrd357370_404920.html
                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the
"Company") does hereby make, constitute and appoint each of Bruce A. Albert,
Andrea DeMar, Yvette Kosic, Rachel Parrish, Kevin P. Treanor, Michael T. Seeley
and Anthony DeRose, (and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
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
---------------------------------------
Name:  Gregory K. Palm
Title: Managing Director

rrd357370_404921.html
                   Designation of Additional Attorney-in-Fact

        KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed
attorney-in-fact of GOLDMAN, SACHS MANAGEMENT GP GMBH (the "Company"), pursuant
to that Power of Attorney, dated November 21, 2005 (the "POA"), does hereby
designate Kevin P. Treanor, an employee of The Goldman Sachs Group, Inc. (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 April 2, 2012.

/s/ Yvette Kosic
---------------------------------------
Yvette Kosic
Attorney-in-Fact

rrd357370_404922.html

                               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, 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 12, 2006.

GSCP V OFFSHORE ADVISORS, L.L.C.

By:/s/ Adrian M. Jones
-----------------------------------
Name:  Adrian M. Jones
Title: Managing Director






rrd357370_404923.html
                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC.
(the "Company") does hereby make, constitute and appoint each of Bruce A.
Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Kevin P. Treanor, Michael T.
Seeley and Anthony DeRose, (and any other employee of The Goldman Sachs Group,
Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

        THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

        IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of October 6, 2008.

THE GOLDMAN SACHS GROUP, INC.

By:/s/ Gregory K. Palm
----------------------------------------
Name:  Gregory K. Palm
Title: Executive Vice President and General Counsel

rrd357370_404924.html
                                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, 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 12, 2006.

GS ADVISORS V, L.L.C.

By:/s/ Adrian M. Jones
----------------------------------------
Name:  Adrian M. Jones
Title: Managing Director

rrd357370_404925.html

                                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, 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 12, 2006.

GSCP V ADVISORS, L.L.C.

By:/s/ Adrian M. Jones
-----------------------------------
Name:  Adrian M. Jones
Title: Managing Director






rrd357370_404926.html
                                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 Bruce A. Albert,
Andrea DeMar, Yvette Kosic, Rachel Parrish, Justine Hansen, Kevin P. Treanor and
Anthony DeRose, (and any other employee of The Goldman Sachs Group, Inc. or one
of its affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 29, 2009.
GS CAPITAL PARTNERS V GMBH & CO. KG

By: Goldman, Sachs Management GP GmbH

By: /s/ John E. Bowman
--------------------------
Name: John E. Bowman
Title: Managing Director

rrd357370_404927.html
                                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 Bruce A.
Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Justine Hansen, Kevin P.
Treanor and Anthony DeRose, (and any other employee of The Goldman Sachs Group,
Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 29, 2009.GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.

By: GS Advisors V, L.L.C.

By: /s/ John E. Bowman
--------------------------
Name: John E. Bowman
Title: Managing Director

rrd357370_404928.html

                   Designation of Additional Attorney-in-Fact

        KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed
attorney-in-fact of GSCP V OFFSHORE ADVISORS, L.L.C. (the "Company"), pursuant
to that Power of Attorney, dated April 12, 2006 (the "POA"), does hereby
designate Kevin P. Treanor, an employee of The Goldman Sachs Group, Inc. (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 April 2, 2012.

/s/ Yvette Kosic
-------------------------
Yvette Kosic
Attorney-in-Fact






rrd357370_404929.html
                   Designation of Additional Attorney-in-Fact

        KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed
attorney-in-fact of GSCP V ADVISORS, L.L.C. (the "Company"), pursuant to that
Power of Attorney, dated April 12, 2006 (the "POA"), does hereby designate Kevin
P. Treanor, an employee of The Goldman Sachs Group, Inc. (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 April 2, 2012.

/s/ Yvette Kosic
---------------------------------------
Yvette Kosic
Attorney-in-Fact

rrd357370_404930.html
                                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 Bruce A.
Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Justine Hansen, Kevin P.
Treanor and Anthony DeRose, (and any other employee of The Goldman Sachs Group,
Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 29, 2009. GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.

By: GSCP V Offshore Advisors, L.L.C.

By: /s/ John E. Bowman
----------------------------------------
Name: John E. Bowman
Title: Managing Director

rrd357370_404931.html

                    Designation of Additional Attorney-in-Fact

        KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed
attorney-in-fact of GS ADVISORS V, L.L.C. (the "Company"), pursuant to that
Power of Attorney, dated April 12, 2006 (the "POA"), does hereby designate Kevin
P. Treanor, an employee of The Goldman Sachs Group, Inc. (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 April 2, 2012.

/s/ Yvette Kosic
-------------------------
Yvette Kosic
Attorney-in-Fact