AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT
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) Xxxxxxx & Xxxxxxxx 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 8th 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. |
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| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | EVP, CFO | |||
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| NORWAY ACQUISITION SPV, LLC | ||||||||||
| By: | NORWAY HOLDINGS SPV, LLC, as Managing Member | |||||||||
| By: | SILVER LAKE PARTNERS II TSA, L.P., its Managing Member |
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| By: | SILVER LAKE TECHNOLOGY ASSOCIATES II, L.L.C., its General Partner |
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| By: | /s/ Xxxx X. Xxxxxx | |||||||||
| Name: Title: |
Xxxx X. Xxxxxx Managing Director and Chief Operating Officer |
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| AND | ||||||||||
| By: | XXXXXXX & XXXXXXXX CAPITAL PARTNERS IV, L.P., as Managing Member |
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| By: | H&F INVESTORS IV, LLC, its General Partner |
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| By: | H&F ADMINISTRATION IV, LLC, its Administrative Manager |
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| By: | H&F INVESTORS III, INC., its Manager |
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| By: | /s/ Xxxxxxxx Xxxxx | |||||||||
| Name: Title: |
Xxxxxxxx Xxxxx Vice President |
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| XXXXXXX & XXXXXXXX CAPITAL PARTNERS IV, L.P. | ||||||||||
| By: | H&F INVESTORS IV, LLC, its General Partner | |||||||||
| By: | H&F ADMINISTRATION IV, LLC, its Administrative Manager |
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| By: | H&F INVESTORS III, INC., its Manager |
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| By: | /s/ Xxxxxxxx Xxxxx | |||||||||
| Name: Title: |
Xxxxxxxx Xxxxx Vice President |
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| 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 |
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| By: | H&F INVESTORS III, INC., its Manager |
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| By: | /s/ Xxxxxxxx Xxxxx | |||||||||
| Name: Title: |
Xxxxxxxx Xxxxx Vice President |
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| 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 |
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| By: | H&F INVESTORS III, INC., its Manager |
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| By: | /s/ Xxxxxxxx Xxxxx | |||||||||
| Name: Title: |
Xxxxxxxx Xxxxx Vice President |
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| 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 |
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| By: | H&F INVESTORS III, INC., its Manager |
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| By: | /s/ Xxxxxxxx Xxxxx | |||||||||
| Name: | Xxxxxxxx Xxxxx | |||||||||
| Title: | Vice President | |||||||||
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| SILVER LAKE PARTNERS II TSA, L.P. | ||||||||
| By: | SILVER LAKE TECHNOLOGY ASSOCIATES II, L.L.C., its General Partner |
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| By: | /s/ Xxxx X. Xxxxxx | |||||||
| Name: | Xxxx X. Xxxxxx | |||||||
| Title: | Managing Director and Chief Operating Officer | |||||||
| SILVER LAKE TECHNOLOGY INVESTORS II, L.L.C. | ||||||||
| By: | SILVER LAKE MANAGEMENT COMPANY, L.L.C., its Manager |
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| By: | SILVER LAKE TECHNOLOGY MANAGEMENT, L.L.C., its Managing Member | |||||||
| By: | /s/ Xxxx X. Xxxxxx | |||||||
| Name: | Xxxx X. Xxxxxx | |||||||
| Title: | Managing Director and Chief Operating Officer | |||||||
| SILVER LAKE PARTNERS TSA, L.P. | ||||||||
| By: | SILVER LAKE TECHNOLOGY ASSOCIATES, L.L.C., its General Partner |
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| By: | /s/ Xxxx X. Xxxxxx | |||||||
| Name: | Xxxx X. Xxxxxx | |||||||
| Title: | Managing Director and Chief Operating Officer | |||||||
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| SILVER LAKE INVESTORS, L.P. | ||||||
| By: | SILVER LAKE TECHNOLOGY ASSOCIATES, L.L.C., its General Partner |
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| By: | /s/ Xxxx X. Xxxxxx | |||||
| Name: | Xxxx X. Xxxxxx | |||||
| Title: | Managing Director and Chief Operating Officer | |||||
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| INTEGRAL CAPITAL PARTNERS VI, L.P. | ||||||
| By: | INTEGRAL CAPITAL MANAGEMENT VI, LLC, its General Partner |
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| By: | /s/ Xxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxx X. Xxxxxxx | |||||
| Title: | Manager | |||||
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| VAB INVESTORS, LLC |
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| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Manager | |||
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