UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
Equinix, Inc.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value
-------------------------------------------------------------------------------
(Title of Class of Securities)
29444U502
--------------------------------------------
(CUSIP Number)
December 31, 2004
-------------------------------------------------------------------------------
(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)
[x] Rule 13d-1(c)
[_] Rule 13d-1(d)
Page 1 of 51 pages
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CUSIP No. 29444U502 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
1,183,881
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,183,912
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,183,912
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
6.4%
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
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Page 2 of 51 pages
-----------------------
CUSIP No. 29444U502 13G
-----------------------
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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
1,183,881
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,183,912
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,183,912
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
6.4%
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-PN-IA
------------------------------------------------------------------------------
Page 3 of 51 pages
-----------------------
CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Capital Partners 2000, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
324,291
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
324,291
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
324,291
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.8%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 4 of 51 pages
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CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Capital Partners 2000 Offshore, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
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
117,834
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
117,834
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
117,834
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.6%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 5 of 51 pages
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CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Advisors 2000, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
442,125
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
442,125
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
442,125
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
2.4%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 6 of 51 pages
-----------------------
CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Capital Partners 2000 Employee Fund, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
103,036
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
103,036
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
103,036
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.6%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 7 of 51 pages
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CUSIP No. 29444U502 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Employee Funds 2000 GP, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
103,036
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
103,036
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
103,036
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.6%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 8 of 51 pages
-----------------------
CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Capital Partners 2000 GmbH & Co. Beteiligungs KG
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
13,554
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
13,554
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
13,554
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 9 of 51 pages
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CUSIP No. 29444U502 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
13,554
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
13,554
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
13,554
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 10 of 51 pages
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CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman, Sachs & Co. oHG
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
13,554
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
13,554
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
13,554
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 11 of 51 pages
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CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Stone Street Fund 2000, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
29,406
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
29,406
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
29,406
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 12 of 51 pages
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CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Stone Street 2000, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
29,406
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
29,406
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
29,406
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 13 of 51 pages
-----------------------
CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Special Opportunities (Asia) 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
166,587
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
166,587
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
166,587
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.9%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 14 of 51 pages
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CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSSO (Asia), LLC
------------------------------------------------------------------------------
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
166,587
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
166,587
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
166,587
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.9%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 15 of 51 pages
-----------------------
CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Special Opportunities (Asia) 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
121,446
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
121,446
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
121,446
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.7%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 16 of 51 pages
-----------------------
CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSSO (Asia) Offshore, LLC
------------------------------------------------------------------------------
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
121,446
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
121,446
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
121,446
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.7%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 17 of 51 pages
-----------------------
CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Whitehall Street Real Estate Limited Partnership XIII
------------------------------------------------------------------------------
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
196,202
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
196,202
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
196,202
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
Page 18 of 51 pages
-----------------------
CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
WH Advisors, L.L.C. XIII
------------------------------------------------------------------------------
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
196,202
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
196,202
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
196,202
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
Page 19 of 51 pages
-----------------------
CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Whitehall Parallel Real Estate Limited Partnership XIII
------------------------------------------------------------------------------
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
68,453
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
68,453
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
68,453
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.4%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 20 of 51 pages
-----------------------
CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
WH Parallel Advisors, L.L.C. XIII
------------------------------------------------------------------------------
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
68,453
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
68,453
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
68,453
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.4%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 21 of 51 pages
-----------------------
CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Stone Street Asia 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
6,025
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
6,025
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,025
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 22 of 51 pages
-----------------------
CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Stone Street Asia, 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
6,025
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
6,025
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,025
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 23 of 51 pages
-----------------------
CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Stone Street Real Estate Fund 2000, 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
29,406
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
29,406
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
29,406
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 24 of 51 pages
-----------------------
CUSIP No. 29444U502 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Stone Street 2000 Realty, 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
29,406
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
29,406
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
29,406
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 25 of 51 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 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
--------------------------
* In accordance with the Securities and Exchange Commission (the "SEC")
Release No. 34-39538 (January 12, 1998), this filing reflects the securities
beneficially owned by the investment banking division ("IBD") 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 other
operating unit of GSG. IBD disclaims beneficial ownership of the securities
beneficially owned by (i) any client accounts with respect to which IBD or its
employees have voting or investment discretion, or both and (ii) certain
investment entities, of which IBD is the general partner, managing general
partner or other manager, to the extent interests in such entities are held by
persons other than IBD.
Page 26 of 51 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, 2005
THE GOLDMAN SACHS GROUP, INC. GOLDMAN, SACHS & CO.
By:/s/ Ted Chang By:/s/ Ted Chang
--------------------------------- ---------------------------------
Name: Ted Chang Name: Ted Chang
Title: Attorney-in-fact Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000, L.P. GS ADVISORS 2000, L.L.C.
By:/s/ Ted Chang By:/s/ Ted Chang
--------------------------------- ---------------------------------
Name: Ted Chang Name: Ted Chang
Title: Attorney-in-fact Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. GS CAPITAL PARTNERS 2000 EMPLOYEE
FUND, L.P.
By:/s/ Ted Chang By:/s/ Ted Chang
--------------------------------- ---------------------------------
Name: Ted Chang Name: Ted Chang
Title: Attorney-in-fact Title: Attorney-in-fact
GS EMPLOYEE FUNDS 2000 GP, L.L.C. GS CAPITAL PARTNERS 2000 GMBH & CO.
BETEILIGUNGS KG
By:/s/ Ted Chang By:/s/ Ted Chang
--------------------------------- ---------------------------------
Name: Ted Chang Name: Ted Chang
Title: Attorney-in-fact Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH GOLDMAN, SACHS & CO. OHG
By:/s/ Ted Chang By:/s/ Ted Chang
--------------------------------- ---------------------------------
Name: Ted Chang Name: Ted Chang
Title: Attorney-in-fact Title: Attorney-in-fact
STONE STREET FUND 2000, L.P. STONE STREET 2000, L.L.C.
By:/s/ Ted Chang By:/s/ Ted Chang
--------------------------------- ---------------------------------
Name: Ted Chang Name: Ted Chang
Title: Attorney-in-fact Title: Attorney-in-fact
Page 27 of 51 pages
SIGNATURE (continued)
GS SPECIAL OPPORTUNITIES (ASIA) GSSO (ASIA), LLC
FUND, L.P.
By:/s/ Ted Chang By:/s/ Ted Chang
--------------------------------- ---------------------------------
Name: Ted Chang Name: Ted Chang
Title: Attorney-in-fact Title: Attorney-in-fact
GS SPECIAL OPPORTUNITIES (ASIA) GSSO (ASIA) OFFSHORE, LLC
OFFSHORE FUND, L.P.
By:/s/ Ted Chang By:/s/ Ted Chang
--------------------------------- ---------------------------------
Name: Ted Chang Name: Ted Chang
Title: Attorney-in-fact Title: Attorney-in-fact
WHITEHALL STREET REAL ESTATE WH ADVISORS, L.L.C. XIII
LIMITED PARTNERSHIP XIII
By:/s/ Ted Chang By:/s/ Ted Chang
--------------------------------- ---------------------------------
Name: Ted Chang Name: Ted Chang
Title: Attorney-in-fact Title: Attorney-in-fact
WHITEHALL PARALLEL REAL ESTATE WH PARALLEL ADVISORS, L.L.C. XIII
LIMITED PARTNERSHIP XIII
By:/s/ Ted Chang By:/s/ Ted Chang
--------------------------------- ---------------------------------
Name: Ted Chang Name: Ted Chang
Title: Attorney-in-fact Title: Attorney-in-fact
STONE STREET ASIA FUND, L.P. STONE STREET ASIA, L.L.C.
By:/s/ Ted Chang By:/s/ Ted Chang
--------------------------------- ---------------------------------
Name: Ted Chang Name: Ted Chang
Title: Attorney-in-fact Title: Attorney-in-fact
STONE STREET REAL ESTATE STONE STREET 2000 REALTY, L.L.C.
FUND 2000, L.P.
By:/s/ Ted Chang By:/s/ Ted Chang
--------------------------------- ---------------------------------
Name: Ted Chang Name: Ted Chang
Title: Attorney-in-fact Title: Attorney-in-fact
Page 28 of 51 pages
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Power of Attorney, dated as of August 19, 2004, relating to
GS Capital Partners 2000, L.P.
99.2 Power of Attorney, dated as of August 19, 2004, relating to
GS Capital Partners 2000 Offshore, L.P.
99.3 Power of Attorney, dated as of August 19, 2004, relating to
GS Advisors 2000, L.L.C.
99.4 Power of Attorney, dated as of August 19, 2004, relating to
GS Capital Partners 2000 Employee Fund, L.P.
99.5 Power of Attorney, dated as of August 19, 2004, relating to
GS Employee Funds 2000 GP, L.L.C.
99.6 Power of Attorney, dated as of August 19, 2004, relating to
GS Capital Partners 2000 GmbH & Co. Beteiligungs KG
99.7 Power of Attorney, dated as of August 19, 2004, relating to
Goldman, Sachs Management GP GmbH
99.8 Power of Attorney, dated as of August 5, 2004, relating to
Goldman, Sachs & Co. oHG
99.9 Power of Attorney, dated as of August 23, 2004, relating to
Stone Street Fund 2000, L.P.
99.10 Power of Attorney, dated as of August 23, 2004, relating to
Stone Street 2000, L.L.C.
99.11 Power of Attorney, dated as of August 23, 2004, relating to
GS Special Opportunities (Asia) Fund, L.P.
99.12 Power of Attorney, dated as of August 23, 2004, relating to
GSSO (Asia), LLC
99.13 Power of Attorney, dated as of August 23, 2004, relating to
GS Special Opportunities (Asia) Offshore Fund, L.P.
99.14 Power of Attorney, dated as of August 23, 2004, relating to
GSSO (Asia) Offshore, LLC
99.15 Power of Attorney, dated as of August 19, 2004, relating to
Whitehall Street Real Estate Limited Partnership XIII
99.16 Power of Attorney, dated as of August 22, 2004, relating to
WH Advisors, L.L.C. XIII
99.17 Power of Attorney, dated as of August 19, 2004, relating to
Whitehall Parallel Real Estate Limited Partnership XIII
99.18 Power of Attorney, dated as of August 22, 2004, relating to
WH Parallel Advisors, L.L.C. XIII
99.19 Power of Attorney, dated as of August 23, 2004, relating to
Stone Street Asia Fund, L.P.
99.20 Power of Attorney, dated as of August 23, 2004, relating to
Stone Street Asia, L.L.C.
99.21 Power of Attorney, dated as of August 22, 2004, relating to
Stone Street Real Estate Fund 2000, L.P.
99.22 Power of Attorney, dated as of August 22, 2004, relating to
Stone Street 2000 Realty, L.L.C.
Page 29 of 51 pages
Exhibit (99.1)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS 2000, L.P. (the
"Company") does hereby make, constitute and appoint each of Roger S. Begelman,
Edward T. Joel and Ted Chang, (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 August 19, 2004.
GS CAPITAL PARTNERS 2000, L.P.
By: GS Advisors 2000, L.L.C.
By:/s/ John E. Bowman
---------------------------
Name: John E. Bowman
Title: Vice President
Page 30 of 51 pages
Exhibit (99.2)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS 2000 OFFSHORE,
L.P. (the "Company") does hereby make, constitute and appoint each of Roger S.
Begelman, Edward T. Joel and Ted Chang, (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 August 19, 2004.
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
By: GS Advisors 2000, L.L.C.
By:/s/ John E. Bowman
---------------------------
Name: John E. Bowman
Title: Vice President
Page 31 of 51 pages
Exhibit (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS 2000, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Roger S. Begelman,
Edward T. Joel and Ted Chang, (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 August 19, 2004.
GS ADVISORS 2000, L.L.C.
By:/s/ John E. Bowman
---------------------------
Name: John E. Bowman
Title: Vice President
Page 32 of 51 pages
Exhibit (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS 2000 EMPLOYEE
FUND, L.P. (the "Company") does hereby make, constitute and appoint each of
Roger S. Begelman, Edward T. Joel and Ted Chang, (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 August 19, 2004.
GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P.
By: GS Employee Funds 2000 GP, L.L.C.
By:/s/ John E. Bowman
---------------------------
Name: John E. Bowman
Title: Vice President
Page 33 of 51 pages
Exhibit (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS EMPLOYEE FUNDS 2000 GP, L.L.C.
(the "Company") does hereby make, constitute and appoint each of Roger S.
Begelman, Edward T. Joel and Ted Chang, (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 August 19, 2004.
GS EMPLOYEE FUNDS 2000 GP, L.L.C.
By:/s/ Kaca B. Enquist
---------------------------
Name: Kaca B. Enquist
Title: Vice President
Page 34 of 51 pages
Exhibit (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS 2000 GMBH & CO.
BETEILIGUNGS KG (the "Company") does hereby make, constitute and appoint each of
Roger S. Begelman, Edward T. Joel and Ted Chang, (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 August 19, 2004.
GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG
By: Goldman, Sachs Management GP GmbH
By:/s/ John E. Bowman
---------------------------
Name: John E. Bowman
Title: Managing Director
Page 35 of 51 pages
Exhibit (99.7)
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, Edward T. Joel and Ted Chang, (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 August 19, 2004.
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ John E. Bowman
---------------------------
Name: John E. Bowman
Title: Managing Director
Page 36 of 51 pages
Exhibit (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. OHG (the
"Company") does hereby make, constitute and appoint each of Roger S. Begelman,
Edward T. Joel and Ted Chang, (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 ceases 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 August 5, 2004.
GOLDMAN, SACHS & CO. OHG
By:/s/ Sabine Mock By:/s/ Michael Schramm
----------------------------- -------------------------------
Name: Sabine Mock Name: Michael Schramm
Title: Executive Director Title: Executive Director
Page 37 of 51 pages
Exhibit (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET FUND 2000, L.P. (the
"Company") does hereby make, constitute and appoint each of Roger S. Begelman,
Edward T. Joel and Ted Chang, (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 August 23, 2004.
STONE STREET FUND 2000, L.P.
By: Stone Street 2000, L.L.C.
By:/s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
Page 38 of 51 pages
Exhibit (99.10)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET 2000, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Roger S. Begelman,
Edward T. Joel and Ted Chang, (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 August 23, 2004.
STONE STREET 2000, L.L.C.
By:/s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
Page 39 of 51 pages
Exhibit (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS SPECIAL OPPORTUNITIES (ASIA)
FUND, L.P. (the "Company") does hereby make, constitute and appoint each of
Roger S. Begelman, Edward T. Joel and Ted Chang, (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 August 23, 2004.
GS SPECIAL OPPORTUNITIES (ASIA) FUND, L.P.
By: GSSO (Asia), LLC
By:/s/ Steven M. Chaiken
---------------------------------
Name: Steven M. Chaiken
Title: Assistant Secretary
Page 40 of 51 pages
Exhibit (99.12)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSSO (ASIA), LLC (the "Company")
does hereby make, constitute and appoint each of Roger S. Begelman, Edward T.
Joel and Ted Chang, (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 August 23, 2004.
GSSO (ASIA), LLC
By:/s/ Steven M. Chaiken
---------------------------------
Name: Steven M. Chaiken
Title: Assistant Secretary
Page 41 of 51 pages
Exhibit (99.13)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS SPECIAL OPPORTUNITIES (ASIA)
OFFSHORE FUND, L.P. (the "Company") does hereby make, constitute and appoint
each of Roger S. Begelman, Edward T. Joel and Ted Chang, (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 August 23, 2004.
GS SPECIAL OPPORTUNITIES (ASIA) OFFSHORE FUND, L.P.
By: GSSO (Asia) Offshore, LLC
By:/s/ Steven M. Chaiken
---------------------------------
Name: Steven M. Chaiken
Title: Assistant Secretary
Page 42 of 51 pages
Exhibit (99.14)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSSO (ASIA) OFFSHORE, LLC (the
"Company") does hereby make, constitute and appoint each of Roger S. Begelman,
Edward T. Joel and Ted Chang, (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 August 23, 2004.
GSSO (ASIA) OFFSHORE, LLC
By:/s/ Steven M. Chaiken
---------------------------------
Name: Steven M. Chaiken
Title: Assistant Secretary
Page 43 of 51 pages
Exhibit (99.15)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that WHITEHALL STREET REAL ESTATE
LIMITED PARTNERSHIP XIII (the "Company") does hereby make, constitute and
appoint each of Roger S. Begelman, Edward T. Joel and Ted Chang, (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 August 19, 2004.
WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP XIII
By: WH Advisors, L.L.C. XIII
By:/s/ Elizabeth M. Burban
----------------------------------
Name: Elizabeth M. Burban
Title: Vice President
Page 44 of 51 pages
Exhibit (99.16)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that WH ADVISORS, L.L.C. XIII (the
"Company") does hereby make, constitute and appoint each of Roger S. Begelman,
Edward T. Joel and Ted Chang, (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 August 22, 2004.
WH ADVISORS, L.L.C. XIII
By:/s/ Teresa Tsai
----------------------------------
Name: Teresa Tsai
Title: Vice President
Page 45 of 51 pages
Exhibit (99.17)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that WHITEHALL PARALLEL REAL ESTATE
LIMITED PARTNERSHIP XIII (the "Company") does hereby make, constitute and
appoint each of Roger S. Begelman, Edward T. Joel and Ted Chang, (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 August 19, 2004.
WHITEHALL PARALLEL REAL ESTATE LIMITED PARTNERSHIP XIII
By: WH Parallel Advisors, L.L.C. XIII
By:/s/ Elizabeth M. Burban
----------------------------------
Name: Elizabeth M. Burban
Title: Vice President
Page 46 of 51 pages
Exhibit (99.18)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that WH PARALLEL ADVISORS, L.L.C. XIII
(the "Company") does hereby make, constitute and appoint each of Roger S.
Begelman, Edward T. Joel and Ted Chang, (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 August 22, 2004.
WH PARALLEL ADVISORS, L.L.C. XIII
By:/s/ Teresa Tsai
----------------------------------
Name: Teresa Tsai
Title: Vice President
Page 47 of 51 pages
Exhibit (99.19)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET ASIA FUND, L.P. (the
"Company") does hereby make, constitute and appoint each of Roger S. Begelman,
Edward T. Joel and Ted Chang, (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 August 23, 2004.
STONE STREET ASIA FUND, L.P.
By: Stone Street Asia, L.L.C.
By:/s/ Steven M. Chaiken
---------------------------------
Name: Steven M. Chaiken
Title: Vice President and Secretary
Page 48 of 51 pages
Exhibit (99.20)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET ASIA, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Roger S. Begelman,
Edward T. Joel and Ted Chang, (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 August 23, 2004.
STONE STREET ASIA, L.L.C.
By:/s/ Steven M. Chaiken
---------------------------------
Name: Steven M. Chaiken
Title: Vice President and Secretary
Page 49 of 51 pages
Exhibit (99.21)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET REAL ESTATE FUND 2000,
L.P. (the "Company") does hereby make, constitute and appoint each of Roger S.
Begelman, Edward T. Joel and Ted Chang, (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 August 22, 2004.
STONE STREET REAL ESTATE FUND 2000, L.P.
By: Stone Street 2000 Realty, L.L.C.
By: s/ Teresa Tsai
------------------------------
Name: Teresa Tsai
Title: Vice President
Page 50 of 51 pages
Exhibit (99.22)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET 2000 REALTY, L.L.C.
(the "Company") does hereby make, constitute and appoint each of Roger S.
Begelman, Edward T. Joel and Ted Chang, (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 August 22, 2004.
STONE STREET 2000 REALTY, L.L.C.
By:/s/ Teresa Tsai
------------------------------
Name: Teresa Tsai
Title: Vice President
Page 51 of 51 pages