03/06/2007
NYMEX has arranged to provide you with an opportunity to offer for sale in the Offering, prior to the expiration of the lock-up provision in the Company's Charter, NYMEX restricted shares that you own. NYMEX's transfer agent, American Stock Transfer and Trust Company ("AST") has mailed invitation letters in connection with this opportunity to those NYMEX Stockholders who own restricted shares of common stock, to their address of record. Please note that if your address of record is a maildrop at One North End Avenue, you can obtain the documents from that location. These invitation letters were accompanied by several documents, all of which need to be completed and returned no later than 5:00 PM Eastern Time on Wednesday, March 7, 2007 in order for your response to be accepted.
PLEASE NOTE THE FOLLOWING CLARIFICATION:
Two of the documents that accompany the invitation letter are entitled "Irrevocable Power of Attorney of Selling Stockholder" and "Custody Agreement." These documents reference the potential of your Series A and/or Series B Common Stock being used to satisfy an underwriters' over-allotment option or "greenshoe," which would cause such shares to be held in custody beyond the pricing date of the Offering. Please be advised that in response to some of your comments, NYMEX has determined that your Series A and/or Series B Common Stock will not be used to satisfy the over-allotment option. As a result, your Series A or Series B common stock will be used in the base deal only and any shares not accepted for sale in the Offering will be returned to you promptly after pricing of the Offering. You may disregard any language referencing the over-allotment option and your Series A or Series B common stock.
All responses in connection with this opportunity must be received by the law firm of Sidley Austin LLP, 787 Seventh Avenue, New York, NY 10019, Attention: Brenden McLaughlin (Telephone : (212) 839-8567/Fax: (212) 839-5599), no later than 5:00 PM Eastern Time on Wednesday, March 7, 2007.
Representatives of Sidley Austin, LLP have been available to answer your questions regarding this process and the required forms. To that end, open walk-in sessions continue to be held at NYMEX'S headquarters, One North End Avenue, New York City, 10th Floor (Room 1012) AT 3:00 PM TO 5:00 PM on the following dates:
Tuesday, March 6; and
Wednesday March 7
You may submit your completed documents at these meetings. If you wish to participate via teleconference, the dial in number will be as follows:
1-888-481-3032 – passcode: 7252166.
This notice shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward Looking and Cautionary Statements
This notice may contain forward–looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to our future performance, operating results, strategy, and other future events. Such statements generally include words such as could, can, anticipate, believe, expect, seek, pursue, and similar words and terms, in connection with any discussion of future results. Forward–looking statements involve a number of assumptions, risks, and uncertainties, any of which may cause actual results to differ materially from the anticipated, estimated, or projected results referenced in forward–looking statements. In particular, the forward–looking statements of NYMEX Holdings, Inc., and its subsidiaries are subject to the following risks and uncertainties: the success and timing of new futures contracts and products; changes in political, economic, or industry conditions; the unfavorable resolution of material legal proceedings; the impact and timing of technological changes and the adequacy of intellectual property protection; the impact of legislative and regulatory actions, including without limitation, actions by the Commodity Futures Trading Commission; and terrorist activities and international hostilities, which may affect the general economy as well as oil and other commodity markets. We assume no obligation to update or supplement our forward–looking statements.