NASDAQ OMX Group (NDAQ)

Financing the Proposed Business Combination with OMX

New Credit Facilities

In connection with the contemplated combination with OMX, Nasdaq has received a debt commitment letter, dated as of November 6, 2007 (the “Commitment Letter”), from Bank of America, N.A. and JPMorgan Chase Bank, N.A. (collectively the “Banks”) for the commitment of debt financing consisting of term loan facilities and a revolving credit facility (collectively the “ New Credit Facilities”). We expect the New Credit Facilities to provide for up to $2,075.0 million of senior secured loans, which will include (i) a five-year, $2,000.0 million senior secured term loan facility (the “Term Loan Facility”), which consists of (a) an up to $1,050.0 million term loan facility allocated to the OMX combination (to the extent that less than 100% of the OMX shares are purchased on the OMX closing date, the remaining portion of this part of the Term Loan Facility would be allocated to a delayed draw term loan facility that will be available for six months following the closing date to purchase the remaining OMX shares, if any, as well as to refinance certain existing debt of OMX and its subsidiaries that is not refinanced on the closing date), (b) a $650.0 million delayed draw term loan facility allocated to the PHLX acquisition that will be available until July 31, 2008, and (c) a $300.0 million delayed draw term loan facility that will be available for six months following the closing of the OMX combination to fund the proposed Nord Pool acquisition and (ii) a five-year, $75.0 million senior secured revolving credit facility, with a letter of credit subfacility and swingline loan subfacility (the “Revolving Credit Facility”), which we expect to be undrawn at the closing of the OMX combination.

In addition to providing financing for the combination with OMX and the acquisitions of PHLX and certain assets of Nord Pool, we intend to use the debt financing under the New Credit Facilities to (i) pay fees and expenses incurred in connection with the transactions, (ii) repay certain indebtedness of OMX, PHLX and their respective subsidiaries and (iii) provide ongoing working capital and provide for other general corporate purposes of The NASDAQ OMX Group and its subsidiaries.

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The Nasdaq Stock Market, Inc.

Notes to Consolidated Financial Statements—(Continued)

Borrowings under the New Credit Facilities (other than swingline loans) will bear interest, at our option, at either (i) the base rate (the higher of the prime rate announced by the Bank of America, N.A, and the federal funds effective rate plus 0.50%), plus an applicable margin, or (ii) the LIBO rate (set by the British Bankers Association LIBOR Rate), plus an applicable margin. We expect the interest rate on swingline loans made under the New Credit Facilities to be at the base rate, plus an applicable margin.

We expect our obligations under the New Credit Facilities (i) to be guaranteed by each of the existing and future direct and indirect material wholly-owned domestic subsidiaries of Nasdaq, subject to certain exceptions, and (ii) to be secured, subject to certain exceptions, by all the capital stock of each of our present and future subsidiaries (limited, in the case of foreign subsidiaries, to 65.0% of the voting stock of such subsidiaries) and all of the present and future property and assets (real and personal) of Nasdaq and the guarantors.

We expect the New Credit Facilities to contain customary negative covenants applicable to Nasdaq and its subsidiaries, including the following:

In addition, we expect the New Credit Facilities to contain financial covenants, specifically, maintenance of a minimum interest expense coverage ratio and a maximum total leverage ratio, each to be defined in the New Credit Facilities.

We expect the New Credit Facilities also to contain customary affirmative covenants, including access to financial statements, notice of defaults and certain other material events, and maintenance of business and insurance, and events of default, including cross-defaults to our material indebtedness.

We expect to be permitted to repay borrowings under the New Credit Facilities at any time in whole or in part, without penalty. We also expect to be required to repay loans outstanding under the New Credit Facilities (i) with net cash proceeds from sales of property and assets of Nasdaq and its subsidiaries (excluding inventory sales and other sales in the ordinary course of business) and casualty and condemnation proceeds, in each case subject to exceptions and thresholds to be agreed and subject to reinvestment rights; (ii) with net cash proceeds from the issuance or incurrence of additional indebtedness other than indebtedness permitted by the New Credit Facilities; and (iii) with a percentage of our excess cash flow, and we expect the percentage of such excess cash flow we will be required to use for repayments will vary depending on our leverage ratio at the end of the year for which cash flow is calculated, starting in 2008, with the maximum repayment percentage set at 50.0% of excess cash flow.

The Commitment Letter provides that if definitive, signed bank finance documentation is not negotiated and signed by the earlier of the closing date with respect to the OMX combination and April 15, 2008, Nasdaq and

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The Nasdaq Stock Market, Inc.

Notes to Consolidated Financial Statements—(Continued)

the Banks will execute and deliver an interim loan agreement in the form annexed to the Commitment Letter and provide New Credit Facilities in an aggregate amount of up to $2,200 million thereunder.

Convertible Senior Notes

In connection with the proposed combination with OMX, we have entered into an agreement to sell $425 million aggregate principal amount of 2.50% convertible senior notes due 2013. We have also granted an option to the initial purchasers of the notes to purchase up to an additional $50 million in principal amount of notes to cover over-allotments. The interest rate on the notes will be 2.50% per annum payable semi-annually in arrears of February 15 and August 15, beginning August 15, 2008. The notes will mature on August 15, 2013.

The notes are convertible in certain circumstances specified in the indenture for the notes. Upon conversion, holders will receive, at the election of Nasdaq, cash, common stock or a combination of cash and common stock. It is our current intent and policy to settle the principal amount of the notes in cash. The conversion rate will initially be 18.1386 shares of common stock per $1,000 principal amount of notes, which is equivalent to a conversion price of approximately $55.13 per share of common stock. The conversion rate will be subject to adjustment upon the occurrence of specified events. Subject to certain exceptions, if we undergo a “fundamental change” as described in the indenture, holders may require us to purchase their notes at a price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest.

In connection with the sale of the notes, we expect to enter into a registration rights agreement, requiring us within the time periods and subject to the requirements specified in the agreement, to register the notes and the shares issuable upon conversion of the notes, and pay additional interest upon our failure to do so.

The sale of the notes is expected to close on February 26, 2008.

Financing the Proposed Business Combination with OMX

In connection with the proposed acquisition of OMX shares from Borse Dubai, Nasdaq has received a debt commitment letter dated as of September 28, 2007. See Note 14, “Proposed Transactions with Borse Dubai and OMX,” to the condensed consolidated financial statements for further discussion.

Financing the Proposed Business Combination with OMX

Assuming full acceptance of the Offer, approximately 60.6 million new Nasdaq shares will be issued pursuant to the Offer and the total cash consideration amount payable by Nasdaq to OMX shareholders will be approximately $1.7 billion (SEK11.4 billion). The total Offer is equivalent to $3.7 billion (SEK 25.1 billion).

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The Offer will not be subject to any conditions concerning the availability of financing. The Banks, have agreed to finance the cash consideration of the Offer pursuant to an interim loan agreement. See Note 14, “Proposed Business Combination with OMX,” to the condensed consolidated financial statements for further discussion.