sc13dza

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SnCL/Urvz+FJaItZBd45kv72bxOMggPBn1y35I+wlaIf07nYfHW4oj0iHEJylPZX xc4J5Kov6u1puUsKgqMFUA== 0000950134-05-022914.txt : 20051209 0000950134-05-022914.hdr.sgml : 20051209 20051209172140 ACCESSION NUMBER: 0000950134-05-022914 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051209 DATE AS OF CHANGE: 20051209 GROUP MEMBERS: H&F EXECUTIVE FUND IV LP GROUP MEMBERS: H&F INTERNATIONAL PARTNERS IV-A LP GROUP MEMBERS: H&F INTERNATIONAL PARTNERS IV-B LP GROUP MEMBERS: HELLMAN & FRIEDMAN CAPITAL PARTNERS IV LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NASDAQ STOCK MARKET INC CENTRAL INDEX KEY: 0001120193 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 521165937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78034 FILM NUMBER: 051256467 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2128584750 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: NEW YORK STATE: NY ZIP: 10006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: H&F INVESTORS IV LLC CENTRAL INDEX KEY: 0001166454 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1 MARITIME PLAZA STREET 2: 12TH FLR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4157885111 MAIL ADDRESS: STREET 1: 1 MARITIME PLAZA STREET 2: 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13D/A 1 f15262a1sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

The Nasdaq Stock Market, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

631103108

(CUSIP Number)

H&F Investors IV, LLC
One Maritime Plaza, 12^th Floor
San Francisco, CA 94111
(415) 788-5111

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 8, 2005

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 631103108 Page 2 of 13

1. Name of Reporting Person:
H&F Investors IV, LLC I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) þ

3. SEC Use Only:

4. Source of Funds (See Instructions):
OO, BK

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
California

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
24,594,650**

8. Shared Voting Power:
-0-

9. Sole Dispositive Power:
24,594,650**

10. Shared Dispositive Power:
-0-

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
24,594,650**

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
23.2%**

14. Type of Reporting Person (See Instructions):
OO

**See Item 5 below

CUSIP No. 631103108 Page 3 of 13

1. Name of Reporting Person:
Hellman & Friedman Capital Partners IV, L.P. I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) þ

3. SEC Use Only:

4. Source of Funds (See Instructions):
OO, BK

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
California

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
19,821,656**

8. Shared Voting Power:
5,000**

9. Sole Dispositive Power:
19,821,656**

10. Shared Dispositive Power:
5,000**

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
19,826,656**

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
þ

13. Percent of Class Represented by Amount in Row (11):
19.5%**

14. Type of Reporting Person (See Instructions):
PN

**See Item 5 below

CUSIP No. 631103108 Page 4 of 13

1. Name of Reporting Person:
H&F Executive Fund IV, L.P. I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) þ

3. SEC Use Only:

4. Source of Funds (See Instructions):
OO, BK

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
California

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
440,860**

8. Shared Voting Power:
5,000**

9. Sole Dispositive Power:
440,860**

10. Shared Dispositive Power:
5,000**

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
445,860**

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
þ

13. Percent of Class Represented by Amount in Row (11):
0.5%**

14. Type of Reporting Person (See Instructions):
PN

**See Item 5 below

CUSIP No. 631103108 Page 5 of 13

1. Name of Reporting Person:
H&F International Partners IV-A, L.P. I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) þ

3. SEC Use Only:

4. Source of Funds (See Instructions):
OO, BK

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
California

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
3,253,819**

8. Shared Voting Power:
5,000**

9. Sole Dispositive Power:
3,253,819**

10. Shared Dispositive Power:
5,000**

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,258,819**

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
þ

13. Percent of Class Represented by Amount in Row (11):
3.8%**

14. Type of Reporting Person (See Instructions):
PN

**See Item 5 below

CUSIP No. 631103108 Page 6 of 13

1. Name of Reporting Person:
H&F International Partners IV-B, L.P. I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) þ

3. SEC Use Only:

4. Source of Funds (See Instructions):
OO, BK

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
California

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
1,078,315**

8. Shared Voting Power:
5,000**

9. Sole Dispositive Power:
1,078,315**

10. Shared Dispositive Power:
5,000**

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,083,315**

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
þ

13. Percent of Class Represented by Amount in Row (11):
1.3%**

14. Type of Reporting Person (See Instructions):
PN

**See Item 5 below

TABLE OF CONTENTS


	Item 2 Identity and Background.
	Item 3 Source and Amount of Funds or Other Consideration.
	Item 5 Interest in Securities of the Issuer.
	Item 6 Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
	Item 7 Material to be Filed as Exhibits
SIGNATURES
EXHIBIT 99.(1)
EXHIBIT 99.(2)


CUSIP No. 631103108		SCHEDULE 13D/A		Page 7 of 13

This Amendment No. 1 amends Items 2, 3, 5 and 6 of the Statement on Schedule 13D filed on May 2, 2005 by H&F Investors IV, LLC (“H&F Investors”), Hellman & Friedman Capital Partners IV, L.P. (“HFCP IV”), H&F Executive Fund IV, L.P. (“HFEF IV”), H&F International Partners IV-A, L.P. (“HFIP IV-A”) and H&F International Partners IV-B, L.P. (“HFIP IV-B”, and together with HFCP IV, HFEF IV and HFIP IV-A, the “H&F Partnerships”, and together with H&F Investors, the “Reporting Persons”) relating to the shares of common stock, par value $0.01 per share (the “Common Stock”), of The Nasdaq Stock Market, Inc. (the “Issuer”).

Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Statement on Schedule 13D filed on May 2, 2005.

Item 2 Identity and Background.

Item 2 is amended by deleting the two occurrences of the word “managing” from the third paragraph.


Item 3		Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented by inserting the following before the penultimate paragraph thereof:

The Merger Closing occurred on December 8, 2005. In connection with the Merger Closing, the H&F Partnerships subscribed to additional membership interests issued by Norway Holdings in the aggregate of $60,000,000 pursuant to the Subscription Agreement. The source of funds for such Additional Subscription by each of the H&F Partnerships was the capital contributions of the partners of such H&F Partnerships. The H&F Partnerships’ equity contributions of $60,000,000, together with equity contributions made by the SLP Entities, were used by Norway Holdings to subscribe to additional membership interests issued by Norway SPV in an aggregate amount of $205,000,000 pursuant to a subscription agreement, dated as of April 22, 2005, between Norway SPV and Norway Holdings. Norway Holdings’ equity contribution was then used to repay the outstanding principal amount of the Loan.


Item 5		Interest in Securities of the Issuer.

Item 5 is hereby amended and restated by deleting it in its entirety and replacing it with the following:

The information set forth or incorporated by reference in Items 2, 3, 4 and 6 is hereby incorporated herein by reference.

(a), (b) The information contained on the cover pages to this Amendment No. 1 to Schedule 13D is incorporated herein by reference. The following disclosure assumes that there are 82,011,757 shares of Common Stock outstanding, which the Issuer represented in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 was the number of outstanding shares of Common Stock as of October 31, 2005.

Prior to the Merger Closing, the Series A Notes and the Series A Warrants were directly owned by Norway SPV. Upon the Merger Closing, Norway SPV distributed these securities by assigning its entire right, title and interest in the Series A Notes and the Series A Warrants to its sole member, Norway Holdings. Immediately thereafter, Norway Holdings


CUSIP No. 631103108		SCHEDULE 13D/A		Page 8 of 13

distributed these securities by assigning its entire right, title and interest in the Series A Notes and the Series A Warrants to its members, the H&F Partnerships and the SLP Entities, in the aggregate amounts set forth in the Subscription Agreements and in the respective percentages set forth in the Limited Liability Company Agreement of Norway Holdings (the “Holdings LLC Agreement”). As a result of these distributions by Norway SPV and Norway Holdings, respectively, the H&F Partnerships directly own the Series A Notes and the Series A Warrants as follows:

(i) HFCP IV — $48,365,842 aggregate principal amount of Series A Notes and Series A Warrants to purchase 521,184 shares of Common Stock;

(ii) HFEF IV — $1,075,725 aggregate principal amount of Series A Notes and Series A Warrants to purchase 11,592 shares of Common Stock;

(iii) HFIP IV-A — $7,939,487 aggregate principal amount of Series A Notes and Series A Warrants to purchase 85,555 shares of Common Stock; and

(iv) HFIP IV-B — $2,618,946 aggregate principal amount of Series A Notes and Series A Warrants to purchase 28,221 shares of Common Stock.

Upon the consummation of the distributions described in this Item 5, Norway Holdings and Norway SPV ceased to beneficially own any shares of Common Stock. As a result of these transactions, the Reporting Persons and the SLP Entities may no longer be deemed to constitute a group, within the meaning of Section 13(d)(5) of the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Series A Notes and the Series A Warrants that had been beneficially owned by Norway Holdings.

F. Warren Hellman, a managing member of H&F Investors and a former director of the Issuer, holds for the benefit of the H&F Partnerships stock options currently exercisable for 5,000 shares of Common Stock (the “Shared Securities”), which represent less than 0.1% of the Common Stock outstanding. The H&F Partnerships have shared voting and dispositive power with respect to the shares of Common Stock underlying such stock options.

Pursuant to Rule 13d-3 of the rules and regulations promulgated by the SEC pursuant to the Exchange Act, HFCP IV may be deemed to beneficially own (i)(a) 3,335,575 shares of Common Stock underlying the Series A Notes held by HFCP IV and (b) 521,184 shares of Common Stock underlying the Series A Warrants held by HFCP IV; (ii)(a) 13,342,301 shares of Common Stock underlying the Series B Notes held by HFCP IV and (b) 2,219,547 shares of Common Stock underlying the Series B Warrants held by HFCP IV; and (iii) 403,049 shares of Common Stock. HFCP IV has sole voting and dispositive power with respect to these securities. The aggregate number of shares of Common Stock beneficially owned by HFCP IV, including the Shared Securities, is 19,826,656 shares of Common Stock, representing approximately 19.5% of the Common Stock outstanding.

Pursuant to Rule 13d-3 of the rules and regulations promulgated by the SEC pursuant to the Exchange Act, HFEF IV may be deemed to beneficially own (i)(a) 74,187 shares of Common Stock underlying the Series A Notes held by HFEF IV and (b) 11,592 shares of


CUSIP No. 631103108		SCHEDULE 13D/A		Page 9 of 13

Common Stock underlying the Series A Warrants held by HFEF IV; (ii)(a) 296,751 shares of Common Stock underlying the Series B Notes held by HFEF IV and (b) 49,366 shares of Common Stock underlying the Series B Warrants held by HFEF IV; and (iii) 8,964 shares of Common Stock. HFEF IV has sole voting and dispositive power with respect to these securities. The aggregate number of shares of Common Stock beneficially owned by HFEF IV, including the Shared Securities, is 455,860 shares of Common Stock, representing approximately 0.5% of the Common Stock outstanding.

Pursuant to Rule 13d-3 of the rules and regulations promulgated by the SEC pursuant to the Exchange Act, HFIP IV-A may be deemed to beneficially own (i)(a) 547,550 shares of Common Stock underlying the Series A Notes held by HFIP IV-A and (b) 85,555 shares of Common Stock underlying the Series A Warrants held by HFIP IV-A; (ii)(a) 2,190,203 shares of Common Stock underlying the Series B Notes held by HFIP IV-A and (b) 364,349 shares of Common Stock underlying the Series B Warrants held by HFIP IV-A; and (iii) 66,162 shares of Common Stock. HFIP IV-A has sole voting and dispositive power with respect to these securities. The aggregate number of shares of Common Stock beneficially owned by HFIP IV-A, including the Shared Securities, is 3,258,819 shares of Common Stock, representing approximately 3.8% of the Common Stock outstanding.

Pursuant to Rule 13d-3 of the rules and regulations promulgated by the SEC pursuant to the Exchange Act, HFIP IV-B may be deemed to beneficially own (i)(a) 180,616 shares of Common Stock underlying the Series A Notes held by HFIP IV-B and (b) 28,221 shares of Common Stock underlying the Series A Warrants held by HFIP IV-B; (ii)(a) 722,467 shares of Common Stock underlying the Series B Notes held by HFIP IV-B and (b) 120,186 shares of Common Stock underlying the Series B Warrants held by HFIP IV-B; and (iii) 21,825 shares of Common Stock. HFIP IV-B has sole voting and dispositive power with respect to these securities. The aggregate number of shares of Common Stock beneficially owned by HFIP IV-B, including the Shared Securities, is 1,078,315 shares of Common Stock, representing approximately 1.3% of the Common Stock outstanding.

As the general partner of each of the H&F Partnerships, H&F Investors may be deemed to have beneficial ownership of the shares of Common Stock over which any of the H&F Partnerships has voting or dispositive power. Accordingly, H&F Investors may be deemed to have sole voting and dispositive power with respect to, and beneficially own, an aggregate of 24,594,650 shares of Common Stock, representing approximately 23.2% of the Common Stock outstanding.

The investment decisions of H&F Investors are made by the investment committee of H&F Investors. Each of the managing members of H&F Investors and each of the members of the investment committee, disclaims beneficial ownership of the shares of Common Stock which H&F Investors may be deemed to beneficially own, except to the extent of his or her indirect pecuniary interest, if any, therein.

As the result of the treatment of the H&F Partnerships under the Amended Securityholders Agreement and the existence of a common general partner among the H&F Partnerships, the H&F Partnerships may be deemed to constitute a group within the meaning of Section 13(d)(5) of the rules and regulations promulgated by the SEC pursuant to the Exchange


CUSIP No. 631103108		SCHEDULE 13D/A		Page 10 of 13

Act. As such, each of the H&F Partnerships (i) may be deemed to have acquired beneficial ownership, for purposes of Section 13(d) of the Exchange Act, of all the shares of Common Stock beneficially owned by H&F Investors and (ii) may be deemed to beneficially own, pursuant to Rule 13d-3 of the rules and regulations promulgated by the SEC pursuant to the Exchange Act, an aggregate of 24,594,650 shares of Common Stock, representing approximately 23.2% of the Common Stock outstanding. However, each of the H&F Partnerships disclaims beneficial ownership of any of the shares of Common Stock beneficially owned by the other H&F Partnerships, except to the extent set forth in this Item 5, above.

The information set forth in response to this Item 5 is qualified in its entirety by reference to the Holdings LLC Agreement (Exhibit 11 hereto) and the Subscription Agreement (Exhibit 9 hereto), each of which is incorporated herein by reference.

(c) Each of the Reporting Persons reports that neither it, nor to its knowledge, any person named in Item 2 of this Schedule 13D, has effected any transaction in Common Stock during the past 60 days, except as disclosed herein.

(d) Except as otherwise described in Item 2 and this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the securities of the Issuer beneficially owned by the Reporting Persons as described in Item 5.

(e) Not applicable.


Item 6		Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented by inserting the following before the penultimate paragraph thereof:

In connection with the Merger Closing, the Issuer and Law Debenture Trust Company of New York, as trustee, entered into the First Supplemental Indenture, dated as of December 8, 2005 (the “Indenture Supplement”), to amend the Indenture governing the Notes. The Indenture Supplement revised the definition of “Credit Facility” to reflect a maximum size credit facility of $825,000,000, an increase of $25,000,000 from the original Indenture. Additionally, the Issuer, Norway SPV, the H&F Partnerships and the SLP Entities entered into Amendment No. 1, dated as of December 7, 2005 (the “Securityholders Amendment”), to the Amended Securityholders Agreement. The Securityholders Amendment corrected an error contained in the Amended Securityholders Agreement as originally executed.


Item 7		Material to be Filed as Exhibits

1.		First Supplemental Indenture, dated as of December 8, 2005, between The Nasdaq Stock Market, Inc. and Law Debenture Trust Company of New York, as Trustee (filed herewith).

2.		Amendment No. 1 to the Amended and Restated Securityholders Agreement, dated as of December 8, 2005, among Norway Acquisition SPV, LLC, Hellman & Friedman Capital


CUSIP No. 631103108		SCHEDULE 13D/A		Page 11 of 13

Partners IV, L.P., H&F Executive Fund IV, L.P., H&F International Partners IV-A, L.P., H&F International Partners IV-B, L.P., Silver Lake Partners II TSA, L.P., Silver Lake Technology Investors II, L.L.C., Silver Lake Partners TSA, L.P., Silver Lake Investors, L.P., VAB Investors, LLC, Integral Capital Partners VI, L.P., and The Nasdaq Stock Market, Inc. (filed herewith).


CUSIP No. 631103108		SCHEDULE 13D/A		Page 12 of 13

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: December 9, 2005


H&F INVESTORS IV, LLC
By:	H&F Administration IV, LLC, its administrative manager
By:		H&F Investors III, Inc., its manager


By:	/s/ Georgia Lee
	Name:	Georgia Lee
	Title:	Vice President


HELLMAN & FRIEDMAN CAPITAL PARTNERS IV, L.P.
By:	H&F Investors IV, LLC, its general partner
By:		H&F Administration IV, LLC, its administrative manager
	By: H&F Investors III, Inc., its manager


By:	/s/ Georgia Lee
	Name:	Georgia Lee
	Title:	Vice President


CUSIP No. 631103108		SCHEDULE 13D/A		Page 13 of 13


H&F EXECUTIVE FUND IV, L.P.
By:	H&F Investors IV, LLC, its general partner
By:		H&F Administration IV, LLC, its administrative manager
	By: H&F Investors III, Inc., its manager


By:	/s/ Georgia Lee
	Name:	Georgia Lee
	Title:	Vice President


H&F INTERNATIONAL PARTNERS IV-A, L.P.
By:	H&F Investors IV, LLC, its general partner
By:		H&F Administration IV, LLC, its administrative manager
	By: H&F Investors III, Inc., its manager


By:	/s/ Georgia Lee
	Name:	Georgia Lee
	Title:	Vice President


H&F INTERNATIONAL PARTNERS IV-B, L.P.
By:	H&F Investors IV, LLC, its general partner
By:		H&F Administration IV, LLC, its administrative manager
	By: H&F Investors III, Inc., its manager


By:	/s/ Georgia Lee
	Name:	Georgia Lee
	Title:	Vice President

EX-99.(1) 2 f15262a1exv99wx1y.htm EXHIBIT 99.(1) exv99wx1y

Exhibit 1

EXECUTION COPY

THE NASDAQ STOCK MARKET, INC.

LAW DEBENTURE TRUST COMPANY OF NEW YORK,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of

December 8, 2005

INDENTURE

Dated as of

April 22, 2005

3.75% Convertible Notes due 2012

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”), dated as of December 8, 2005, between The Nasdaq Stock Market, Inc., a Delaware corporation (hereinafter called the “Company”), having its principal office at One Liberty Plaza, New York, NY 10006 and Law Debenture Trust Company of New York, as trustee under the Original Indenture hereinafter referred to (hereinafter called the “Trustee”).

WITNESSETH

WHEREAS, the Company has heretofore executed and delivered an indenture, dated as of April 22, 2005 (the “Original Indenture”), between the Company and the Trustee, pursuant to which the Company has issued $205,000,000 aggregate principal amount of its 3.75% Series A Convertible Notes due 2012 (the “Series A Notes”) and $240,000,000 aggregate principal amount of its 3.75% Series B Convertible Notes due 2012 (the “Series B Notes”, together with the Series A Notes, the “Notes”);

WHEREAS, the Company seeks to increase the maximum amount of Designated Senior Indebtedness that it may incur in connection with the Credit Facility;

WHEREAS, Section 11.02 of the Original Indenture provides that, with the consent (evidenced as provided in Article 9 of the Original Indenture) of the holders of a majority in aggregate Principal Amount of the Notes at the time outstanding, the Company, when authorized by resolutions of the Board of Directors, and the Trustee may enter into an indenture supplemental to the Original Indenture for the purpose, among other things, of changing in any manner any of the provisions of the Original Indenture or modifying in any manner the rights of the holders of the Notes as in said Section provided;

WHEREAS, holders holding not less than a majority in aggregate Principal Amount of the outstanding Notes have, pursuant to Section 11.02 of the Original Indenture, consented to the amendment to the Original Indenture as set forth herein and to the execution and delivery of this First Supplemental Indenture by the Trustee;

WHEREAS, the Company has delivered to the Trustee resolutions of the Board of Directors of the Company authorizing the execution and delivery of this First Supplemental Indenture;

WHEREAS, the Company has filed with the Trustee consents (evidenced as provided in Article 9 of the Indenture) of the requisite percentage of holders in aggregate Principal Amount of the outstanding Notes to the amendment of the Original Indenture as set forth herein and to the execution and delivery of this First Supplemental Indenture by the Trustee;

WHEREAS, the Company has requested the Trustee to join it in the execution and delivery of this First Supplemental Indenture; and

WHEREAS, all conditions precedent related to the entering of this First Supplemental Indenture have been satisfied.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Trustee for the benefit of each other and for the equal and proportionate benefit of the holders of the Notes agree as follows:

ARTICLE 1

Definitions

Terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Original Indenture.

ARTICLE 2

Amendment of the Indenture

Section 3.01. Amendment of Definitions. Subject to Article 3 hereof, the Original Indenture is hereby amended by amending the definition of “Credit Facility” in Article 1 by replacing “$800,000,000” with “$825,000,000”.

ARTICLE 3

Effectiveness of Amendment

Upon the execution and delivery of this First Supplemental Indenture by the Company and the Trustee, this First Supplemental Indenture shall become effective and the Original Indenture shall be amended and supplemented in accordance herewith, and the rights of the holders of the Notes modified hereby, and this First Supplemental Indenture shall form a part of the Original Indenture for all purposes, and every holder of Notes authenticated and delivered under the Original Indenture shall be bound hereby.

ARTICLE 4

Miscellaneous

Section 4.01. Execution as Supplemental Indenture. This First Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture and, as provided in the Original Indenture, this First Supplemental Indenture forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Original Indenture.

Section 4.02. No Other Amendments. Except as expressly amended hereby, the Original Indenture shall continue in full force and effect in accordance with the provisions thereof.

Section 4.03. Trustee. The recitals contained herein are those of the Company and not the Trustee, and the Trustee assumes no responsibility for the correctness of same. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Original Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this First Supplemental Indenture.

Section 4.04. Provisions Binding on the Company’s Successors. Any covenants and agreements contained in this First Supplemental Indenture made by the Company shall bind its successors and assigns whether so expressed or not.

Section 4.05. Governing Law. This First Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of the State of New York (including Section 5-1401 of the New York General Obligations Law or any successor to such statute).

Section 4.06. Execution and Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

Section 4.07. Headings. The article and section headings herein are for convenience only and shall not affect the construction hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first written above.


THE NASDAQ STOCK MARKET, INC.
By:	/s/ David Warren
	Name:	David Warren
	Title:	Executive Vice President and Chief Financial Officer


LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee
By:	/s/ Adam Berman
	Name:	Adam Berman
	Title:	Vice President

EX-99.(2) 3 f15262a1exv99wx2y.htm EXHIBIT 99.(2) exv99wx2y

Exhibit 2

EXECUTION COPY

AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT

This AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Securityholders Agreement, dated as of April 22, 2005 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among (i) The Nasdaq Stock Market, Inc. (together with any successor entity, the “Company”), (ii) Norway Acquisition SPV, LLC (“Norway Acquisition”), (iii) Hellman & Friedman Capital Partners IV, L.P. (“H&F-1”), H&F Executive Fund IV, L.P. (“H&F-2”), H&F International Partners IV-A, L.P. (“H&F-3”) and H&F International Partners IV-B, L.P. (“H&F-4” and collectively with H&F 1, H&F 2 and H&F 3, and their respective Affiliates, the “H&F Entities”), and (iv) Silver Lake Partners II TSA, L.P. (“SLP-1”), Silver Lake Technology Investors II, L.L.C. (“SLP-2”), Silver Lake Partners TSA, L.P. (“SLP-3”), Silver Lake Investors, L.P. (“SLP-4”), Integral Capital Partners VI, L.P. (“Integral”) and VAB Investors, LLC (“VAB Investors” and collectively with SLP-1, SLP-2, SLP-3, SLP-4 and Integral, and their respective Affiliates, the “SLP Entities” and together with Norway Acquisition and the H&F Entities, the “Holders”), is made this 8^th day of December, 2005 by and among the Company, Norway Acquisition, the H&F Entities and the SLP Entities. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement.

WHEREAS, the Company and the Holders entered into the Agreement to provide for certain rights and obligations among the parties in connection with (i) the purchase of $205,000,000 aggregate principal amount of 3.75% Series A Convertible Notes due 2012 of the Company by Norway Acquisition and (ii) the amendment and restatement of $240,000,000 aggregate principal amount of 4.0% Convertible Subordinated Notes due 2006 into $240,000,000 aggregate principal amount of 3.75% Series B Convertible Notes due 2012 of the Company held by the H&F Entities;

WHEREAS, the Company and the Holders desire to amend the Agreement pursuant to Section 6.02(b) to correct a mistake in the Agreement and to reaffirm the intention of the parties thereto;

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to amend the Agreement as follows:

1. Amendment to Section 6.03(b). Section 6.03(b) of the Agreement is hereby amended by deleting it in its entirety.

2. Ratification and Confirmation of the Agreement. Except as so modified pursuant to this Amendment, the Agreement is hereby ratified and confirmed in all respects.

3. Effectiveness. This Amendment shall be effective as of immediately prior to the Merger Closing.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.


THE NASDAQ STOCK MARKET, INC.
By:	/s/ David P. Warren
	Name:	David P. Warren
	Title:	EVP, CFO