NYSE EURONEXT (A Delaware corporation) Senior Notes due 2013 PURCHASE AGREEMENTPurchase Agreement • May 30th, 2008 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services • New York
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE NYSE EURONEXT OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • May 11th, 2009 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
This Agreement (the “Agreement”) entered into on this day of [—], 200 , by and between the NYSE Euronext (the “Company”) and (the “Participant”).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE NYSE EURONEXT OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • May 11th, 2009 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
This Agreement (the “Agreement”) entered into on this day of [—], 200 , by and between the NYSE Euronext (the “Company”) and (the “Participant”).
ISSUING AND PAYING AGENCY AGREEMENTIssuing and Paying Agency Agreement • April 2nd, 2007 • NYSE Euronext, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This Agreement, dated as of March 28, 2007, is by and between NYSE Euronext, Inc. (the “Issuer”) and JPMorgan Chase Bank, National Association (“JPMorgan”).
CREDIT AGREEMENT dated as of April 4, 2007 between NYSE EURONEXT, The SUBSIDIARY BORROWERS Party Hereto, The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent J.P. MORGAN EUROPE LIMITED, as London Administrative Agent J.P....Credit Agreement • April 9th, 2007 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services • New York
CREDIT AGREEMENT dated as of April 4, 2007, between NYSE EURONEXT, the SUBSIDIARY BORROWERS party hereto, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE NYSE EURONEXT OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • May 11th, 2009 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
THIS AGREEMENT (the “Agreement”) entered into on this day of , 2009, by and between the NYSE Euronext (together with its successors and assigns, the “Company”) and (the “Participant”).
FORM OF U.S. NAMED EXECUTIVE OFFICER EMPLOYMENT AGREEMENT [DATE] [Name] NYSE Euronext New York, New York 10005 Dear [Name]:Employment Agreement • February 29th, 2012 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
We are pleased to offer you this agreement (this “Agreement”) with NYSE Euronext, a Delaware corporation (together with its successors and assigns, the “Company”), which upon countersignature by you shall become binding between you and the Company (each, a “Party”).
364-DAY CREDIT AGREEMENT dated as of April 1, 2009 between NYSE EURONEXT, The SUBSIDIARY BORROWERS Party Hereto, The LENDERS Party Hereto and BANK OF AMERICA, N.A. as Administrative Agent BANC OF AMERICA SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC....364-Day Credit Agreement • April 3rd, 2009 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services • New York
364-DAY CREDIT AGREEMENT dated as of April 1, 2009, between NYSE EURONEXT, the SUBSIDIARY BORROWERS party hereto, the LENDERS party hereto, and BANK OF AMERICA, N.A., as Administrative Agent.
COMMERCIAL PAPER DEALER AGREEMENT 4(2) PROGRAM between NYSE EURONEXT, INC., as Issuer and LEHMAN BROTHERS INC., as DealerCommercial Paper Dealer Agreement • April 2nd, 2007 • NYSE Euronext, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This agreement (the "Agreement") sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the "Notes") through the Dealer.
AGREEMENT and PLAN OF MERGER by and among NYSE EURONEXT, INTERCONTINENTALEXCHANGE, INC. and BASEBALL MERGER SUB, LLC Dated as of December 20, 2012Merger Agreement • December 21st, 2012 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 20, 2012, is by and among NYSE EURONEXT, a Delaware corporation (“Yankees”), INTERCONTINENTALEXCHANGE, INC., a Delaware corporation (“Braves”), and Baseball Merger Sub, LLC, a Delaware limited liability company and a newly formed, wholly owned subsidiary of Braves (“Merger Sub”). Yankees, Braves, and Merger Sub are referred to herein collectively as the “Parties” and individually as a “Party”.
CONFIDENTIAL TREATMENT REQUESTED WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH “ * ” UMBRELLA SERVICES AGREEMENT AMONG EURONEXT N.V., ATOS ORIGIN S.A., ATOSEURONEXT S.A., and ATOS EUDRONEXT MARKET SOLUTIONS HOLDING S.A.S. (Relating to the...Umbrella Services Agreement • April 24th, 2007 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
NYSE EURONEXT (a Delaware corporation)Underwriting Agreement • October 5th, 2012 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services • New York
NYSE Euronext, a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and SG Americas Securities, LLC and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and SG Americas Securities, LLC are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $850,000,000 aggregate principal amount of the Company’s 2.000% Notes due 2017 (the “Securities”). The Secu
AND BANQUE CENTRALE DE COMPENSATION S.A. LCH.CLEARNET GROUP LIMITED AMENDED AND RESTATED CLEARING AGREEMENTClearing Agreement • April 24th, 2007 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
Euronext Amsterdam N.V., a limited liability company (“naamloze vennootschap”) organised under the laws of the Netherlands, whose registered office is at Beursplein 5, 1012 JW Amsterdam, recorded in the Commercial Register of Amsterdam under number 34138585, and represented by Mr. George Möller, Chairman of the Board of Directors (“Euronext Amsterdam”);
AMENDMENT TO THE SHAREHOLDERS AGREEMENTShareholders Agreement • June 25th, 2009 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
THIS AMENDMENT TO THE SHAREHOLDERS AGREEMENT (this “Amendment”) is made and entered into as of 19 June, 2009. Capitalized terms used in this Amendment, and not defined herein, shall have the meanings ascribed to such terms in the Shareholders Agreement, dated June 24, 2008, by and between the Qatar Investment Authority (the “QIA”) and NYSE Euronext (“NYSE Euronext”) (the “Shareholders Agreement”).
ContractAcquisition Agreement • December 20th, 2012 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
Creating the Premier Global Market Operator IntercontinentalExchange Agreement to Acquire NYSE Euronext DECEMBER 20, 2012 Exhibit 99.1
ContractLetter of Transmittal • May 8th, 2008 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
This Letter of Transmittal is to be used by MC Members (as defined herein) as a letter of transmittal to surrender MC Memberships (as defined herein) to be exchanged for the Merger Consideration (as defined herein) and the right to receive the Contingent Consideration (as defined herein), if any, that will be issued in the mergers described in the Merger Agreement (as defined herein). Until an MC Member has properly completed this Letter of Transmittal to surrender his, her or its MC Membership, and delivered this Letter of Transmittal to the Exchange Agent, no Merger Consideration or Contingent Consideration, if any, will be issued in respect of his, her or its MC Membership. A separate Letter of Transmittal must be completed for every MC Membership you own.
SUBSCRIPTION AGREEMENT DATED 21 APRIL 2009 NYSE EURONEXTSubscription Agreement • April 23rd, 2009 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
THIS AGREEMENT is made the 8th day of July 1999 BETWEEN:Employment Agreement • April 24th, 2007 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
LIFFE Administration and Management, (registered in England no 1591809) whose registered office is at Cannon Bridge, London EC4R 3XX (“the Company”); and
CONTRACT BETWEEN: Euronext Lisbon — Sociedade Gestora de Mercados Regulamentados, S.A. and Dr. MIGUEL ATHAYDE MARQUES “Individual”; Both parties, AGREE To sign this agreement, which will be governed by the following clauses: GeneralContract • April 24th, 2007 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
TRUST AGREEMENT by and among NYSE EURONEXT NYSE GROUP, INC. Wilmington Trust Company, as Delaware Trustee Jacques de Larosière de Champfeu, as Trustee Charles K. Gifford, as Trustee and John Shepard Reed, as Trustee dated as of April 4, 2007Trust Agreement • May 1st, 2007 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services • Delaware
This TRUST AGREEMENT, dated as of April 4, 2007 (this “Agreement”), is by and among NYSE Euronext, a Delaware corporation (“NYSE Euronext”), NYSE Group, Inc., a Delaware corporation (“NYSE Group”), Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee, and Jacques de Larosière de Champfeu, Charles K. Gifford and John Shepard Reed, as trustees, for the purpose of forming a statutory trust (the “Trust”) under and pursuant to the provisions of the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et. seq. (the “Delaware Act”).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE NYSE EURONEXT OMNIBUS INCENTIVE PLAN [Form of Agreement for Employees Generally]Restricted Stock Unit Agreement • February 28th, 2011 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
This Agreement (this “Agreement”) entered into on this [•] day of [•], 20__, by and between NYSE Euronext (the “Company”) and [insert name] (the “Participant”).
PHANTOM STOCK UNIT AGREEMENT PURSUANT TO THE NYSE EURONEXT 2006 STOCK INCENTIVE PLANPhantom Stock Unit Agreement • November 13th, 2008 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
This Agreement (the “Agreement”) entered into as of this day of , by and between the NYSE Euronext (the “Company”) and (the “Participant”). Capitalized terms not defined herein are as defined in the NYSE Euronext 2006 Stock Incentive Plan (the “Plan”).
RESTRICTED STOCK UNIT AGREEMENT FOR PARTICIPANTS IN FRANCE PURSUANT TO THE NYSE EURONEXT OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • February 28th, 2011 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
WHEREAS, the Company has adopted the NYSE Euronext Omnibus Incentive Plan, (the “Plan”), which is administered by a committee appointed by the Company’s Board of Directors (the “Committee”); and
March 5, 2008 Mr. John Halvey NYSE Euronext New York, New York 10005 Dear John:Employment Agreement • March 31st, 2008 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
We are pleased to extend you an offer of employment with NYSE Euronext, a Delaware corporation (together with its successors and assigns, the “Company”), on the terms set forth in this letter agreement (this “Agreement”), which upon countersignature by you shall become a binding agreement between you and the Company (each, a “Party”).
DEALER AGREEMENT RELATING TO A EURO-COMMERCIAL PAPER PROGRAMMEDealer Agreement • April 2nd, 2007 • NYSE Euronext, Inc. • Security & commodity brokers, dealers, exchanges & services
COMMERCIAL LEASECommercial Lease • October 30th, 2006 • NYSE Euronext, Inc. • Security & commodity brokers, dealers, exchanges & services
BETWEEN THE UNDERSIGNED :SCI 39/41 rue Cambon, a property partnership incorporated under civil law with capital of 970 euros and registered address at PARIS (75008) – 5, boulevard Malesherbes, registered in the PARIS companies’ register under number 345 050 959, represented by Olivier BOSSARD, acting in the capacity of Deputy Managing Director of the Offices Division and duly authorised for the purposes of this agreement,
NOTE AGENCY AGREEMENT RELATING TO A EURO-COMMERCIAL PAPER PROGRAMMENote Agency Agreement • April 2nd, 2007 • NYSE Euronext, Inc. • Security & commodity brokers, dealers, exchanges & services
AND BANQUE CENTRALE DE COMPENSATION S.A. LCH.CLEARNET GROUP LIMITED AMENDED AND RESTATED CLEARING AGREEMENTClearing Agreement • October 30th, 2006 • NYSE Euronext, Inc. • Security & commodity brokers, dealers, exchanges & services
Euronext Amsterdam N.V., a limited liability company (“naamloze vennootschap”) organised under the laws of the Netherlands, whose registered office is at Beursplein 5, 1012 JW Amsterdam, recorded in the Commercial Register of Amsterdam under number 34138585, and represented by Mr. George Möller, Chairman of the Board of Directors (“Euronext Amsterdam”);
FORM OF PERFORMANCE STOCK UNIT AGREEMENT PURSUANT TO THE NYSE EURONEXT OMNIBUS INCENTIVE PLANPerformance Stock Unit Agreement • March 27th, 2012 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
This Agreement (this “Agreement”), entered into as of [insert date], by and between NYSE Euronext (the “Company”) and [insert name] (the “Participant”).
For the attention of: LCH.CLEARNET Group Limited Aldgate HouseClearing Agreement • February 29th, 2012 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
AGREEMENTExecutive Committee Appointment Agreement • November 27th, 2006 • NYSE Euronext, Inc. • Security & commodity brokers, dealers, exchanges & services
This agreement sets forth the terms and conditions according to which the duties of member of the Executive Committee shall be carried out.
MASTER AGREEMENT between ATOS ORIGIN S.A. and NYSE EURONEXT Dated July 11, 2008Master Agreement • November 13th, 2008 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE NYSE EURONEXT OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • May 11th, 2009 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
This Agreement (the “Agreement”) entered into on this day of [—], 200 , by and between the NYSE Euronext (the “Company”) and (the “Participant”).
CLEARING AGREEMENTClearing Agreement • May 8th, 2013 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
[1] EURONEXT AMSTERDAM N.V., a limited liability company (naamloze vennootschap) organised under the laws of the Netherlands, whose registered office is at Beursplein 5, 1012 JW Amsterdam, the Netherlands, recorded in the Commercial Register of Amsterdam under number 34138585, and represented by Mr. Cees Vermaas and Mr. Roland Bellegarde ("Euronext Amsterdam");
Deutsche Börse AG Mergenthalerallee 61 65760 Eschborn GermanyBusiness Combination Agreement • December 23rd, 2011 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services
