NASDAQ OMX Group (NDAQ)

and Fees:

Other than calculations in respect of interest at the Alternate Base Rate (which shall be made on the basis of actual number of days elapsed in a 365/366 day year), all calculations of interest and fees shall be made on the basis of actual number of days elapsed in a 360-day year.

Letter of Credit Fees:

Letter of Credit fees equal to the Applicable Margin from time to time on Revolving Credit LIBOR advances on a per annum basis will be payable quarterly in arrears and shared proportionately by the Lenders under the Revolving Credit Facility. In addition, a fronting fee of 0.25% per annum will be payable to the Issuing Bank for its own account. Both the Letter of Credit fees and the fronting fees will be calculated on the amount available to be drawn under each outstanding Letter of Credit.

Maturity:

Term Loan Facilities: six years after the closing date of the OMX Acquisition (or, if any amount is funded under the PHLX Facility prior to the closing of the OMX Acquisition, five years after the closing date of the PHLX Acquisition). Revolving Credit Facility: five years after the closing date of the OMX Acquisition.

Scheduled Amortization:

Term Loan Facilities: The Term Loan Facilities will be subject to quarterly amortization of principal (in equal installments) in an annual amount equal 1% of the aggregate original amount funded under the Term Loan Facilities (i.e., increased on a pro rata basis for any delayed draw borrowings) with the unpaid balance of the Term Loan Facilities due at final maturity.

Revolving Credit Facility: Advances under the Revolving Credit Facility may be made, and Letters of Credit may be issued, on a revolving basis up to the full amount of the Revolving Credit Facility or the applicable sublimit.