NASDAQ OMX Group (NDAQ)

Credit Facility and Other INET Financing Arrangements

Credit Facility. Nasdaq entered into a credit agreement, dated as of December 8, 2005. The credit agreement provides for up to $825.0 million of senior secured financing and is guaranteed by most of Nasdaq’s domestic subsidiaries. The $825.0 million available under the credit agreement includes:

We drew the full $750.0 million under the senior term loan facility on December 8, 2005, in order to fund a portion of Nasdaq’s consideration for the INET transaction. As of December 31, 2005, we had not drawn any funds under the revolving credit facility.

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The interest rate on loans made under the revolving credit facility varies depending upon Nasdaq’s leverage ratio and LIBOR, and the interest rate on Nasdaq’s senior term loan facility is LIBOR plus 150 basis points. Accordingly, the interest rate will vary over time. As of December 31, 2005, borrowings under the credit facility bore interest at an average rate of 6.14% per annum. Nasdaq pays customary fees and expenses related to the credit facility, including a commitment fee of 0.50% per annum on the average daily unused portion of the revolving credit facility.

The credit agreement contains customary covenants on Nasdaq and its subsidiaries including the following: