NASDAQ OMX Group (NDAQ)

Facilities Lenders:

Bank of America, JPMCB and other banks, financial institutions and institutional lenders acceptable to the Lead Arrangers and selected in consultation with the Borrower.

Senior Secured Credit Facilities:

An aggregate principal amount of up to $2,200.0 million will be available through the following facilities:

Term Loan B Facility: a $750.0 million term loan B facility (the “Term Loan B Facility”), all of which will be drawn on the closing date of the OMX Acquisition.

Term Loan B-1 Facility: a $1,375.0 million term loan B facility (the “Term Loan B-1 Facility” together with the Term Loan B Facility, the “Term Loan Facilities”) consisting of a $725.0 million term loan B facility allocated to the OMX Acquisition (the “OMX Term Loan B-1 Facility”) and a $650.0 million term

B loan facility allocated to the PHLX Acquisition (the “PHLX Facility”). The portion of the Term Loan B-1 Facility that remains unused on the closing date of the OMX Acquisition (other than the PHLX Facility) will be available on a delayed draw basis to for a period of time to be mutually agreed to provide solely for the acquisition of shares of Mexico not acquired on the closing date of the OMX Acquisition (or to repay draws on or “cash collateralize” the Borrower’s obligations with respect to the letter of credit or bank guaranty described below under “Covenants”) and to refinance existing debt of Mexico and its subsidiaries and the PHLX Facility will be available on a delayed draw basis until July 31, 2008 solely to finance the PHLX Acquisition and to refinance existing debt of PHLX and its subsidiaries; provided that at any time prior to the earlier of (i) a draw under the PHLX Facility and (ii) the closing date of the OMX Acquisition, the Borrower may, in its sole discretion, reallocate all or any portion of the PHLX Facility to an increase in the amount of the OMX Term Loan B-1 Facility; provided, however, that if the Borrower does not so reallocate the PHLX Facility and (i) if the closing of the PHLX Acquisition occurs prior to the closing of the OMX Acquisition, the PHLX Facility shall initially take the form of a stand-alone term B loan agreement having terms specified herein as applicable to the Term Loan B-1 Facility, and shall, to the extent contemplated by the Commitment Letter, subsequently be combined with the Term Loan B-1 Facility concurrently with the initial borrowings thereunder on terms reasonably satisfactory to the Lead Arrangers; and (ii) if the closing of the PHLX Acquisition occurs after the closing of the OMX Acquisition, then the PHLX Facility shall be a delayed draw term B facility. There will be an unused commitment fee per annum (calculated on a 360-day basis) for such delayed draw commitments in an amount to be agreed.

Revolving Credit Facility: a $75.0 million revolving credit facility (the “Revolving Credit Facility”), available from time to time until the fifth anniversary of the closing date of the OMX Acquisition, and to include a sublimit to be determined for the issuance of standby letters of credit (each a “Letter of Credit”) and a sub-limit for swingline loans (each a “Swingline Loan”). Letters of Credit will be initially issued by Bank of America and/or JPMCB (in such capacity, the “Issuing Bank”), and each of the Lenders under the Revolving Credit Facility will purchase an irrevocable and unconditional participation in each Letter of Credit and each Swingline Loan. No more than an amount to be agreed of the Revolving Credit Facility will be drawn on the closing date of the OMX Acquisition.

Available Currencies:

The Revolving Credit Facility will be available in U.S. dollars, euros, Swedish kronor and/or a combination thereof, as determined by the Borrower and the Agent.

Swingline Option:

Swingline Loans will be made available on a same day basis in an aggregate amount not exceeding an amount to be agreed and in minimum amount of $500,000. The Borrower must repay each Swingline Loan in full no later than ten (10) business days after such loan is made.

Uncommitted Increases:

The definitive documentation of the Credit Facilities will permit, on one or more occasions, the Borrower to add additional first priority term or commitments for revolving loans under an existing or new tranche under the Term Loan B Facility or the Revolving Facility (in either case, the “Incremental Senior Secured Loans”) up to an aggregate amount of $400.0 million to use for working capital or general corporate purposes, including permitted acquisitions, stock buy-backs (subject to limitations to be mutually agreed) and refinancing of existing debt; provided that (i) no default or event of default exists or would exist after giving pro forma effect thereto, (ii) the loans under any Incremental Senior Secured Loans shall mature no earlier than, and have a weighted average life to maturity no shorter than, the Term Loan Facilities, and the Incremental Senior Secured Loans shall otherwise not rank prior to the Term Loan Facilities with respect to mandatory prepayments and other payment rights, (iii) documentation in respect thereof shall otherwise be reasonably satisfactory to the Administrative Agent and the Borrower and (iv) neither the interest rate nor the effective yield on the Incremental Senior Secured Loans shall be greater than the interest rate on the loans under the Term Loan B Facility. The Borrower may seek commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional financial institutions who shall thereupon become Lenders. The definitive documentation of the Credit Facilities shall be amended to give effect to the Incremental Senior Secured Loans by documentation executed by the lender or lenders making the commitments with respect to the Incremental Senior Secured Loans, the Administrative Agent and the Borrower, and without the consent of any other Lender.

Purpose:

The proceeds of the Credit Facilities shall be used (i) to finance the Acquisitions; (ii) to pay fees and expenses incurred in connection with the Transaction; (iii) repay all existing bank indebtedness of the Borrower and certain indebtedness of Mexico and PHLX and their respective subsidiaries; and (iv) to provide ongoing working capital and for other general corporate purposes of the Borrower and its subsidiaries.

Closing Date:

On or before April 15, 2008 for the OMX Facilities and on or before July 31, 2008 for the PHLX Facility.

Interest Rates:

The interest rates per annum (calculated on a 360-day basis) applicable to the Credit Facilities will be, at the option of the Borrower, (i) LIBOR plus the Applicable Margin (as hereinafter defined)

The Applicable Margin means (a) with respect to the Revolving Credit Facility (i) for the first three months after the closing date of the OMX Acquisition, 1.75% in the case of LIBOR advance and 0.75% in the case of Alternate Base Rate advances, and (ii) thereafter, a percentage per annum to be determined in accordance with a performance pricing grid to be agreed, and (b) with respect to the Term Loan Facilities, 1.75% in the case of LIBOR advance and 0.75% in the case of Alternate Base Rate advances.

The Borrower may select interest periods of one, two, three or six months (or 9 or 12 months if the Lenders agree) for LIBOR advances. Interest shall be payable at the end of the selected interest period, but no less frequently than quarterly.

During the continuance of any payment default under the loan documentation, the Applicable Margin on all overdue amounts owing under the loan documentation shall increase by 2% per annum.

Commitment Fee:

Commencing on the closing date of the OMX Acquisition, a commitment fee of 0.50% per annum (calculated on a 360-day basis), shall be payable on the actual unused portions of the Revolving Credit Facility, such fee to be payable quarterly in arrears and on the date of termination or expiration of the commitments.