Edgar Filing: NBG RADIO NETWORK INC

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

NBG Radio Network, Inc.
----------------------------------------
(Name of Issuer)

Common Stock, Par Value $0.001 per Share
----------------------------------------
(Title of Class of Securities)

62873Q 10 6
----------------------------------------
(CUSIP Number)

Samuel G. Rubenstein, Esq.
Executive Vice President and General Counsel
MCG Capital Corporation
1100 Wilson Boulevard, Suite 800
Arlington, VA 22209
(703) 247-7540
----------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

June 29, 2001
----------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (e), 13d-1(f) or 13d-1(g), check
the following box [ ]

13D

CUSIP No. 62873Q 10 6

1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

MCG Capital Corporation

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]

3 SEC USE ONLY

4 SOURCE OF FUNDS

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF 7 SOLE VOTING POWER

SHARES 0

BENEFICIALLY 8 SHARED VOTING POWER

OWNED BY EACH 4,850,235

REPORTING 9 SOLE DISPOSITIVE POWER

PERSON WITH 0

10 SHARED DISPOSITIVE POWER

4,850,235

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,850,235

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.5%

14 TYPE OF REPORTING PERSON

13D

CUSIP No. 62873Q 10 6

1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

MCG Finance Corporation

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]

3 SEC USE ONLY

4 SOURCE OF FUNDS

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF 7 SOLE VOTING POWER

SHARES 0

BENEFICIALLY 8 SHARED VOTING POWER

OWNED BY EACH 4,850,235

REPORTING 9 SOLE DISPOSITIVE POWER

PERSON WITH 0

10 SHARED DISPOSITIVE POWER

4,850,235

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,850,235

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.5%

14 TYPE OF REPORTING PERSON

13D
CUSIP NO. 62873Q 10 6

ITEM 1. SECURITY AND ISSUER.

This Schedule 13D relates to shares of the common stock, par
value $0.001 per share (the "Shares"), of NBG Radio Network, Inc., a Nevada
corporation (the "Issuer"). The principal executive offices of the Issuer
are located at 520 SW Sixth Avenue, Suite 750, Portland, OR 97204.

ITEM 2. IDENTITY AND BACKGROUND.

This schedule is being filed jointly by MCG Capital Corporation,
a Delaware corporation ("MCG Capital"), and its wholly-owned subsidiary MCG
Finance Corporation, a Delaware corporation ("MCG Finance") (together, the
"Reporting Persons"), pursuant to a Joint Filing Agreement. A copy of the
Joint Filing Agreement is attached. See Item 7.

Each of the Reporting Persons is a solutions-focused financial
services company that primarily lends to and invests in small and medium-
sized companies with revenues from $5 million to $200 million within the
media, communications, technology and information services industry
sectors. The principal business address and the address of the principal
office of each of the Reporting Persons is 1100 Wilson Boulevard, Suite
800, Arlington, Virginia 22209.

The name, business address and present principal occupation of
the directors and executive officers of each of the Reporting Persons are
set forth on Schedule I attached hereto and incorporated herein by
reference.

This schedule is being filed by the Reporting Persons on behalf
of persons that may be viewed as their controlling persons (the
"Instruction C Persons") pursuant to the Securities and Exchange
Commission's (the "SEC's") interpretation of its rules in Securities
Exchange Act 1934 Release No. 13291 (Feb. 24, 1977). The controlling
persons are five private equity and equity-related funds affiliated with
Goldman, Sachs & Co. (an investment banking firm and member of the
principal national securities exchanges): (i) GS Capital Partners, II,
L.P., (ii) GS Capital Partners II Offshore, L.P., (iii) GS Capital Partners
II (Germany) Civil Law Partnership, (iv) Stone Street Fund 1998, L.P., and
(v) Bridge Street Fund, 1998, L.P. (together, the "Funds"). The Funds in
the aggregate beneficially own 47.64% of the issued and outstanding common
stock of MCG Capital. The Funds (and their respective general partners,
investment committee, and managing general partner) and Goldman, Sachs &
Co. disclaim possession of the power, directly or indirectly, to direct or
to cause the direction of the management and policies of MCG Capital,
whether through the ownership of MCG Capital common stock, by contract or
otherwise, and disclaim beneficial ownership of any securities of the
Issuer held or to be held (beneficially or otherwise) by the Reporting
Persons.

The names, business address, and present principal occupation of
the directors and executive officers each Instruction C Person (and certain
other information) are set forth in Schedule II hereto.

During the last five years, neither the Reporting Persons nor the
Instruction C Persons and, to the best of their knowledge, none of their
respective executive officers or directors (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) except as set forth on Schedule III hereto, was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations or prohibiting activities
subject to federal or state securities laws or finding any violation of
such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The option (the "Option") to acquire warrants (the "Warrants") to
purchase Shares of the Issuer identified in Item 5 of this schedule was
issued to the Reporting Persons by the Issuer, pursuant to the Option and
Warrant Agreement dated June 29, 2001 (the "Option and Warrant Agreement")
as an inducement to, and as additional compensation for, the cost, expense
and risk incurred by the Reporting Persons for the loans made to the Issuer
(the "Loans") under the Credit Facility Agreement of June 29, 2001 (the
"Loan Agreement"). The Reporting Persons paid no separate monetary
consideration for the Option. If the Reporting Persons exercise the Option,
however, they will forego their right to receive a lump sum payment in cash
of a presently undeterminable amount that would equal 50% of the Deferred
Interest (as defined in the Loan Agreement), on the alternative payment
dates.

Copies of each of the foregoing agreements (together, the
"Agreements") are attached as Exhibits to this schedule. See Item 7. All
descriptions of the Agreements in this schedule are modified by their
actual terms.

ITEM 4. PURPOSE OF TRANSACTION.

The acquisition of the Option identified in Item 5 occurred in
the context of and for the reasons set forth in Item 3. The Reporting
Persons' Loans were provided to the Issuer in order to finance certain
aspects of its business. As the Issuer's business improves, the Reporting
Persons would expect that the value of its Option will increase to an
amount that could exceed the value of 50% of the Deferred Interest payable
by the Issuer (as described in Item 5). Based on the Reporting Persons'
ongoing evaluation of the business, prospects, operations, and financial
condition of the Issuer, the value of the Shares, other opportunities
available to the Reporting Persons, general economic conditions and other
future developments, the Reporting Persons may either exercise the Option
(and the Warrants) or separately acquire Shares or other instruments to
purchase Shares or, consistent with the requirements of the Securities Act
of 1933, and the terms of the Option and Warrant Agreement, sell or
transfer the Option, the Warrants or Shares underlying the Warrants (should
they exercise the Option and the Warrants) or any other Shares or other
instruments to purchase Shares.

The Loan Agreement provides the Reporting Persons with the right
to approve certain proposed actions that fall outside of the Issuer's
ordinary business operations, including, without limitation, events or
matters listed in paragraphs (a), (b), (c), (e), (f), (g) and/or (j) of
Item 4. If the Reporting Persons withhold approval, the proposed action may
not take place. The existence of the Reporting Persons' approval rights may
impede a third party from seeking to acquire control of the Issuer. The
Reporting Persons have no present plans to grant or withhold approval with
respect to any of the events or matters for which the Reporting Persons
possess approval rights. Whether the Reporting Persons grant or withhold
approval for any such events or matters in the future will depend on the
Reporting Persons' assessment of the merits of a particular proposal or
proposals that might be advanced by the Issuer and/or a third party with
respect to one or more such events or matters.

Under the Loan Agreement, the Issuer is required to (i) acquire
all the shares of Glenn Fisher Entertainment Corporation, (ii) sell or
otherwise dispose of the following of its subsidiaries: (a) NBG Solutions,
Inc. (no later than August 30, 2001), and (b) NBG Travel Exclusive, Inc.
and (c) NBG Interactive, Inc. (no later than November 30, 2001), (iii)
submit to a vote of its shareholders at its July, 2002 annual meeting a
proposed reorganization to establish a holding company, and (iv) establish
a compensation committee as a committee of the Issuer's Board of Directors.

Under the Option and Warrant Agreement, other than in accordance
with the Issuer's employee option plan, the Issuer is prohibited from (i)
issuing equity securities in consideration of services rendered to Company
and (ii) issuing equity securities for no consideration.

The Loan Agreement provides the Reporting Persons with the
customary remedies of a lender respecting the events of default, including,
without limitation, the right to accelerate the maturity date, and the
right to foreclose on the collateral, upon the occurrence of events of
default, as defined in the Loan Agreement. If the Reporting Persons should
decide to exercise any of their remedies, any such decision may cause the
Issuer to seek the protection of the federal bankruptcy laws and/or to
liquidate its business in whole or in part. The Reporting Persons have no
present plans or proposals to exercise their remedies or to take other
similar actions, but reserve the right to do so in the future in light of
any events of default.

Under the Option and Warrant Agreement, if the Reporting Persons
exercise the Option and the Warrants, so long as the Reporting Persons own
any "Warrant Shares" (as defined in the Option and Warrant Agreement),
designate at any time directors to the Issuer's Board of Directors on a pro
rata basis to their holdings of "Warrant Shares". The Reporting Persons
have not exercised the Option, and have no present plan to exercise the
Option. If, after exercising the Option and any of the Warrants, the
Reporting Persons will be entitled to exercise their right to designate
directors; should the Reporting Persons decide to exercise their right to
appoint directors, they will amend this schedule.

Except to the extent, if any, that the above description may be
deemed to include a present plan or proposal, the Reporting Persons have no
present plans or proposals with respect to any of the events or matters
identified in paragraphs (a) through (g) or paragraph (j) of Item 4. See
Item 6.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) The Option to acquire in the aggregate 4,850,235 Warrants to
purchase Shares was issued to the Reporting Persons by the Issuer, pursuant
to the Agreements. The Reporting Persons may, under SEC rules, be deemed to
beneficially own Warrants to purchase in the aggregate 4,850,235 Shares.
Based on the number of Shares outstanding as of June 29, 2001, as provided
by the Issuer, the Shares underlying the Warrants represent approximately
25.5% of the Issuer's outstanding shares, as calculated pursuant to Rule
13d-3. Although the Reporting Persons have reported beneficial ownership of
all Shares underlying the Warrants they are entitled to acquire if they
exercise the Option, unless and until the Reporting Persons exercise such
Option and the Warrants have been issued to them, the Reporting Persons
cannot convert the Warrants into Shares. Accordingly, the Reporting Persons
disclaim beneficial ownership of the Warrants and the underlying Shares.

(b) The Reporting Persons share the powers to vote, direct the
vote of, dispose of, or direct the disposition of all of the Shares they
may be deemed to own beneficially.

(c) Except to the extent the acquisition of the Option (described
in Item 3 and 5(a)) may be deemed to be a transaction in the Shares, the
Reporting Persons effected no transactions in the Shares during the past
sixty days.

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.

If they exercise the Option, the Option and Warrant Agreement
will give the Reporting Persons various rights to require the Issuer to
register all or any portion of the Shares underlying their warrants, on
certain registration statements that the Issuer would prepare in accordance
with the Securities Act of 1933, including the right to demand that the
Issuer prepare one such registration statement for which the Reporting
Persons have the right to prevent the Issuer from registering Shares or
Warrant Shares, other than those held by the Reporting Persons. The Option
and Warrant Agreement, in addition, provides the Reporting Persons with (i)
rights in the nature of pre-emptive rights; (ii) various anti-dilution
rights; and (iii) the right to automatically obtain additional
anti-dilution protection or preemptive rights the Issuer may grant to any
other person.

Under the Loan Agreement, the Reporting Persons are entitled to
(i) attend all meetings of the Issuer's Board of Directors (including
committee and sub-committee meetings), (ii) receive all minutes of and
written materials provided to directors in connection with such meetings,
and (iii) receive written notification at least ten days prior to each such
meeting. In addition, under the Option and Warrant Agreement, if the
Reporting Persons exercise the Option, so long as their Warrants and/or
Warrant Shares (as defined in the Option and Warrant Agreement)
collectively represent at least 2% of the Issuer's Capital Stock (as
defined in the Option and Warrant Agreement) (on a fully diluted basis),
they are entitled to attend meetings of the Issuer's Board of Directors
(including committee meetings).

The Loan Agreement limits the Reporting Persons' liability to the
Issuer with respect to liability arising from or related to the
transactions contemplated by the Loan Documents (as defined in the Loan
Agreement). The Option and Warrant Agreement limits the liability of the
Reporting Persons and the Issuer to each other and to any third party
beneficiaries including the Issuer's equity holders; in addition, the
Issuer has waived its rights to sue the Reporting Persons for any damages.
Under the Loan Agreement, the Issuer is required to defend the Reporting
Persons from all losses or liabilities arising out of or in connection with
any Loan Document (as defined in the Loan Agreement) and to indemnify the
Reporting Persons for all costs and losses arising from, among other
things, (i) the Reporting Persons' exercise of their rights under the Loan
Agreement and/or (ii) the misrepresentation, gross negligence or willful
misconduct of the Issuer. Under both the Agreements, the Reporting Persons
and the Issuer waive their respective rights to a jury trial in respect of
any litigation in connection with any Loan Document (as defined in the Loan
Agreement) or course of dealing between them.

Except as described in this schedule, the Reporting Persons know
of no contracts, arrangements, understandings or relationships (legal or
otherwise) between any of the persons named in Item 2 or between such
persons and any other person (including, without limitation, the
Instruction C Persons) with respect to any securities of the Issuer,
including transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit No. Description
----------- -----------

1 Joint Filing Agreement, dated July 11, 2001, between the
Reporting Persons.

2 Credit Facility Agreement, dated June 29, 2001, between
the Reporting Persons, the Issuer, and each of its direct
and indirect subsidiaries, and Glenn Fisher Entertainment
Corporation.

3 Option and Warrant Agreement, dated June 29, 2001,
between the Reporting Persons and the Issuer.

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.

MCG CAPITAL CORPORATION

Dated: July 11, 2001 By: /s/ Samuel G. Rubenstein
-----------------------------------------
Name: Samuel G. Rubenstein
Title: Attorney-in-Fact, under Power of
Attorney dated June 28, 2001,
filed as an exhibit to the Reporting
Persons' Schedule 13D re: Bizness
Online.com, Inc.

MCG FINANCE CORPORATION

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF MCG CAPITAL AND MCG FINANCE

1. DIRECTORS AND EXECUTIVE OFFICERS OF MCG CAPITAL

The following table sets forth the name and present principal
occupation or employment of each director and executive officer of MCG
Capital. Each person listed below is a citizen of the United States.

Name, Title or Position Title, Principal Occupation Business Address and Phone
----------------------- --------------------------- --------------------------
with MCG Capital or Employment Number
---------------- ------------- ------

Norman W. Alpert Managing Director and founding 245 Park Avenue, 41st Floor,
Director partner of Vestar Capital New York, New York 10167;
Partners (212) 351-1606

Joseph P. DiSabato Managing Director of Goldman, 85 Broad Street, New York,
Director Sachs & Co. New York 10004;
(212) 902-5385

Joseph H. Gleberman Managing Director of Goldman, 85 Broad Street, New York,
Director Sachs & Co. New York 10004;
(212) 902-5385

Todd N. Khoury Managing Director of Vestar 245 Park Avenue, 41st Floor,
Director Capital Partners New York, New York 10167;
(212) 351-1616

Robert J. Merrick Chief Credit Officer of MCG 1100 Wilson Boulevard, Suite
Director and Chief Credit Officer Capital 800, Arlington, Virginia 22209;
(703) 247-7500

Wallace B. Millner Retired 1100 Wilson Boulevard, Suite
Director 800, Arlington, Virginia 22209;
(703) 247-7500

Bryan J. Mitchell Chairman of the Board and 1100 Wilson Boulevard, Suite
Chairman of the Board Chief Executive Officer of MCG 800, Arlington, Virginia 22209;
and Chief Executive Capital (703) 247-7500
Officer

Janet C. Perlowski Chief Financial Officer of MCG 300 Arboretum Place, Suite 370,
Chief Financial Officer Capital Richmond, Virginia 23236;
(804) 272-5468

Michael A. Pruzan Partner at Soros Private Equity 888 Seventh Avenue, 28th Floor, New
Director Partners York, New York 10106;
(212) 333-9788

Samuel G. Rubenstein Executive Vice President, 1100 Wilson Boulevard, Suite
Executive Vice President, General Counsel and Secretary 800, Arlington, Virginia 22209;
General Counsel and of MCG Capital (703) 247-7500
Secretary

B. Hagen Saville Executive Vice President, 1100 Wilson Boulevard, Suite
Executive Vice President, Business Development 800, Arlington, Virginia 22209;
Business Development of MCG Capital (703) 247-7500

Steven F. Tunney Director, President, Chief 1100 Wilson Boulevard, Suite
Director, President, Chief Operating Officer and Treasurer 800, Arlington, Virginia 22209;
Operating Officer and of MCG Capital (703) 247-7500
Treasurer

2. DIRECTORS AND EXECUTIVE OFFICERS OF MCG FINANCE.

All of the above listed directors and executive officers of MCG
Capital hold equivalent positions at MCG Finance. In addition, the
following table sets forth certain information with respect to the director
of MCG Finance who is not a director of MCG Capital. The director is a
citizen of the United States.

Title, Principal Occupation Business Address and Phone
--------------------------- --------------------------
Name or Employment Number
---- ------------- ------

Jeffrey M. Bucher Of Counsel at Kozusko, Lahey & 1666 K Street, NW, Suite 400
Director Harris, LLP Washington, DC 20006;
(202) 457-7200 x7220

SCHEDULE II

The name, position and present principal occupation of each
executive officer of GS Advisors, L.L.C., the sole general partner of GS
Capital Partners II, L.P., and the name, position and present principal
occupation of each executive officer of GS Advisors II, L.L.C., the sole
general partner of GS Capital Partners II Offshore, L.P., are set forth
below.

The business address for all the executive officers listed below
except Gene T. Sykes, Richard S. Sharp, Barry S. Volpert, Antoine L.
Schwartz, Hughes B. Lepic, Randall A. Blumenthal, Syaru (Shirley) Lin,
Stephen S. Trevor, Peter Schiefer, Atul Kapur, Michel Plantevin, Mary Nee
and Ulrika Werdelin is 85 Broad Street, New York, New York 10004. The
business address of Richard S. Sharp, Barry S. Volpert, Antoine L.
Schwartz, Hughes B. Lepic, Stephen S. Trevor, Peter Schiefer, Atul Kapur,
Michel Plantevin and Ulrika Werdelin is 133 Fleet Street, London EC4A 2BB,
England. The business address of Syaru (Shirley) Lin, and Mary Nee is
Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The
business address of Gene T. Sykes and Randall A. Blumenthal is 2765 Sand
Hill Road, Menlo Park, CA 94025.

All executive officers listed below are United States citizens
except Richard S. Sharp, Sanjeev K. Mehra, Antoine L. Schwartz, Patrick E.
Mulvihill, Hughes B. Lepic, Peter Schiefer, Atul Kapur, Michel Plantevin,
and Ulrika Werdelin. Richard S. Sharp is a citizen of the United Kingdom.
Sanjeev K. Mehra is a citizen of India. Atul Kapur is a citizen of
Singapore. Antoine L. Schwartz, Hughes B. Lepic and Michel Plantevin are
citizens of France. Patrick E. Mulvihill is a citizen of Ireland. Peter
Schiefer is a citizen of Germany. Ulrika Werdelin is a citizen of Sweden.

NAME POSITION PRESENT PRINCIPAL OCCUPATION
---- -------- ----------------------------

Richard A. Friedman President Managing Director of
Goldman, Sachs & Co.

Joseph H. Gleberman Vice President Managing Director of
Goldman, Sachs & Co.

Terence M. O'Toole Vice President Managing Director of
Goldman, Sachs & Co.

Gene T. Sykes Vice President Managing Director of
Goldman, Sachs & Co.

Henry Cornell Vice President Managing Director of
Goldman, Sachs & Co.

Richard S. Sharp Vice President Managing Director of
Goldman Sachs International

Esta E. Stecher Assistant Secretary Managing Director of
Goldman, Sachs & Co.

Barry S. Volpert Vice President Managing Director of
Goldman Sachs International

Sanjeev K. Mehra Vice President Managing Director of
Goldman, Sachs & Co.

Muneer A. Satter Vice President Managing Director of
Goldman, Sachs & Co.

Antoine L. Schwartz Vice President Managing Director of
Goldman Sachs International

Steven M. Bunson Assistant Secretary Managing Director of
Goldman, Sachs & Co.

Elizabeth C. Fascitelli Treasurer Managing Director of
Goldman, Sachs & Co.

Patrick E. Mulvihill Assistant Treasurer Managing Director of
Goldman, Sachs & Co.

David J. Greenwald Assistant Secretary Managing Director of
Goldman, Sachs & Co.

Dan H. Jester Assistant Treasurer Managing Director of
Goldman, Sachs & Co.

Hughes B. Lepic Vice President Managing Director of
Goldman Sachs International

Russell E. Makowsky Assistant Secretary Managing Director of
Goldman, Sachs & Co.

Sarah G. Smith Assistant Treasurer Managing Director of
Goldman, Sachs & Co.

Randall A. Blumenthal Vice President Managing Director of
Goldman, Sachs & Co.

Syaru (Shirley) Lin Vice President Managing Director of
Goldman Sachs (Asia) L.L.C.

Douglas F. Londal Vice President Managing Director of
Goldman, Sachs & Co.

Stephen S. Trevor Vice President Managing Director of
Goldman Sachs International

Peter Schiefer Vice President Managing Director of
Goldman Sachs International

Abraham Bleiberg Vice President Managing Director of
Goldman Sachs & Co.

Joseph P. DiSabato Vice President Managing Director of
Goldman Sachs & Co.

Robert R. Gheewalla Vice President Managing Director of
Goldman Sachs & Co.

Ronald H. Jacobe Vice President Managing Director of
Goldman Sachs & Co.

Atul Kapur Vice President Managing Director of
Goldman Sachs International

Michel Plantevin Vice President Managing Director of
Goldman Sachs International

John E. Bowman Vice President Vice President of
Goldman, Sachs & Co.

Katherine B. Enquist Vice President/Secretary Vice President of
Goldman, Sachs & Co.

James B. McHugh Assistant Secretary Vice President of
Goldman, Sachs & Co.

Beverly L. O'Toole Assistant Secretary Vice President of
Goldman, Sachs & Co.

Mary Nee Vice President Executive Director of
Goldman Sachs (Asia) L.L.C.

Katherine L. Nissenbaum Vice President/ Vice President of
Assistant Secretary Goldman, Sachs & Co.

Ulrika Werdelin Vice President Executive Director of
Goldman Sachs International

SCHEDULE II (CONT'D)

The name and principal occupation of each member of the Principal
Investment Area Investment Committee of Goldman, Sachs & Co., which
exercises the authority of Goldman, Sachs & Co. in managing GS Advisors,
L.L.C., and GS Advisors II, L.L.C., are set forth below.

The business address for each member listed below except Gene T.
Sykes, Richard S. Sharp, Barry S. Volpert, Scott B. Kapnick, Antoine L.
Schwartz and Robert V. Delaney is 85 Broad Street, New York, New York
10004. The business address of Gene T. Sykes is 2765 Sand Hill Road, Menlo
Park, CA 94025. The business address of Richard S. Sharp, Barry S. Volpert,
Scott B. Kapnick and Antoine L. Schwartz is 133 Fleet Street, London EC4A
2BB, England. The business address of Robert V. Delaney is 12-32, Akasaka
1-chome, Minato-ku, Tokyo 107-6005, Japan.

All members listed below except Richard S. Sharp, Sanjeev K.
Mehra and Antoine L. Schwartz are United States citizens. Richard S. Sharp
is a citizen of the United Kingdom, Sanjeev K. Mehra is a citizen of India
and Antoine L. Schwartz is a citizen of France.

NAME PRESENT PRINCIPAL OCCUPATION

Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co.

Richard A. Friedman Managing Director of Goldman, Sachs & Co.

Joseph H. Gleberman Managing Director of Goldman, Sachs & Co.

Robin Neustein Managing Director of Goldman, Sachs & Co.

Terence M. O'Toole Managing Director of Goldman, Sachs & Co.

Gene T. Sykes Managing Director of Goldman, Sachs & Co.

Henry Cornell Managing Director of Goldman, Sachs & Co.

Robert V. Delaney Managing Director of Goldman Sachs (Japan) Ltd.

Richard S. Sharp Managing Director of Goldman Sachs International

Barry S. Volpert Managing Director of Goldman Sachs International

Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co.

Muneer A. Satter Managing Director of Goldman, Sachs & Co.

Scott B. Kapnick Managing Director of Goldman Sachs International

Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc.

Antoine L. Schwartz Managing Director of Goldman Sachs International

SCHEDULE II (CONT'D)

The name and principal occupation of each member of the Stone
Street Investment Committee of Goldman, Sachs & Co., which exercises the
authority of Goldman, Sachs & Co. in managing Stone Street 1998, L.L.C. are
set forth below.

The business address for each member listed below is 85 Broad
Street, New York, New York 10004.

All members listed below except Sanjeev K. Mehra are United
States citizens. Sanjeev K. Mehra is a citizen of India.

NAME PRESENT PRINCIPAL OCCUPATION

Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co.

Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc.

Richard A. Friedman Managing Director of Goldman, Sachs & Co.

Joseph H. Gleberman Managing Director of Goldman, Sachs & Co.

Terence M. O'Toole Managing Director of Goldman, Sachs & Co.

Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co.

SCHEDULE II (CONT'D)

The name, position and present principal occupation of each
executive officer of Stone Street 1998, L.L.C., the sole general partner of
Stone Street Fund 1998, L.P. and the managing general partner of Bridge
Street Fund 1998, L.P., are set forth below.

The business address for all the executive officers listed below
except Gene T. Sykes, Richard S. Sharp, Barry S. Volpert, Antoine L.
Schwartz, Hughes B. Lepic, Randall A. Blumenthal, Syaru (Shirley) Lin,
Stephen S. Trevor, Peter Schiefer, Atul Kapur, Michel Plantevin, Mary Nee
and Ulrika Werdelin is 85 Broad Street, New York, New York 10004. The
business address of Richard S. Sharp, Barry S. Volpert, Antoine L.
Schwartz, Hughes B. Lepic, Stephen S. Trevor, Peter Schiefer, Atul Kapur,
Michel Plantevin and Ulrika Werdelin is 133 Fleet Street, London EC4A 2BB,
England. The business address of Syaru (Shirley) Lin and Mary Nee is Cheung
Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business
address of Gene T. Sykes and Randall A. Blumenthal is 2765 Sand Hill Road,
Menlo Park, CA 94025.

NAME POSITION PRESENT PRINCIPAL OCCUPATION

Peter M. Sacerdote Chairman/President Advisory Director of
Goldman, Sachs & Co.

Peter G. Sachs Vice President Senior Director of The Goldman
Sachs Group, Inc.

Richard A. Friedman Vice President Managing Director of
Goldman, Sachs & Co.

Joseph H. Gleberman Vice President Managing Director of
Goldman, Sachs & Co

Terence M. O'Toole Vice President Managing Director of
Goldman, Sachs & Co.

Gene T. Sykes Vice President Managing Director of
Goldman, Sachs & Co.

Henry Cornell Vice President Managing Director of
Goldman, Sachs & Co.

Richard S. Sharp Vice President Managing Director of
Goldman Sachs International

Esta E. Stecher Vice President/ Managing Director of
Assistant Secretary Goldman, Sachs & Co.

Barry S. Volpert Vice President Managing Director of
Goldman Sachs International

Sanjeev K. Mehra Vice President/ Treasurer Managing Director of
Goldman, Sachs & Co.

Muneer A. Satter Vice President Managing Director of
Goldman, Sachs & Co.

Antoine L. Schwartz Vice President Managing Director of
Goldman Sachs International

Steven M. Bunson Assistant Secretary Managing Director of
Goldman, Sachs & Co.

Elizabeth C. Fascitelli Vice President Managing Director of
Goldman, Sachs & Co.

Patrick E. Mulvihill Assistant Treasurer Managing Director of
Goldman, Sachs & Co.

David J. Greenwald Vice President/ Managing Director of
Assistant Secretary Goldman, Sachs & Co.