This excerpt taken from the NDAQ DEF 14A filed Aug 22, 2005.
In order to revise the terms and extend the maturity date of our $240.0 million aggregate principal amount of 4.0% Convertible Subordinated Notes due 2006 (the Old Notes) owned by the H & F Entities, on April 22, 2005, we entered into a note amendment agreement (the Note Amendment Agreement) with the H & F Entities providing for the amendment and restatement of the Old Notes into $240.0 million principal amount of 3.75% Series B Convertible Notes due 2012 (the Series B Notes) and the issuance of related warrants to purchase 2,753,448 shares of common stock (the Series B Warrants). The terms of the Series B Notes and Series B Warrants are substantially the same as the Series A Notes and Series A Warrants. Upon the mandatory redemption of the Series A Notes, the Indenture and the Series B Notes will automatically be deemed to restate, with limited exceptions, the terms of the Old Notes and the Series B Warrants will be terminated. The Series B Notes and Series B Warrants are not subject to this proposal for approval by Holders.