NASDAQ OMX Group (NDAQ)

Item 1.02. Termination of a Material Definitive Agreement.

On September 25, 2007, Nasdaq, through its wholly-owned subsidiary Nightingale Acquisition Limited (“Nightingale”), completed its previously-announced sale of 28% of the share capital of the London Stock Exchange Group plc (“LSE”) to Borse Dubai Limited (“Borse Dubai”) for approximately $1.6 billion in cash. On September 28, 2007, Nasdaq used approximately $1.1 billion of the proceeds from this transaction to repay in full and terminate the following agreements (collectively, the “Credit Agreements”): (i) the Amended and Restated Credit Agreement, dated as of May 19, 2006, by and among, Nasdaq as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent, swingline lender and issuing bank and (ii) the Amended and Restated Term Loan Credit Agreement, dated as of May 19, 2006, by and among, Nasdaq as borrower, Nightingale, as additional borrower, the lenders party thereto and Bank of America Bridge LLC, as administrative agent.

The terms and conditions of the Credit Agreements are set forth in Nasdaq’s Form 8-K dated May 24, 2006.

In conjunction with the termination of the Credit Agreements, Nasdaq also terminated the following additional agreements (the “November Credit Agreements”), which had never become effective: (i) the Credit Agreement, dated as of November 20, 2006, among Nasdaq and the other parties thereto, (ii) the Term Loan Credit Agreement, dated as of November 20, 2006, among Nasdaq, Nightingale and the other parties thereto and (iii) the Bridge Loan Agreement, dated as of November 20, 2006, among Nasdaq, Nightingale and the other parties thereto. The terms and conditions of the November Credit Agreements are set forth in Nasdaq’s Form 8-K dated November 27, 2006.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the entry into the Commitment Letter, on September 20, 2007, Nasdaq and the Banks terminated the interim loan agreement entered into on August 1, 2007.

Item 1.02. Termination of a Material Definitive Agreement.

Upon the effectiveness of the transitional system and regulatory services agreement as described in Item 1.01 above and the submission to the SEC of a related filing by NASD, Nasdaq was removed as a party to the Delegation Plan. See the description of the Delegation Plan in Item 1.01 above, which is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

On February 15, 2006, we redeemed all outstanding shares of our Series C Cumulative Preferred Stock. We were required to redeem the Series C after the closing of our common stock offering, which took place on the same date. At the time of redemption, the Series C accrued dividends at an annual rate of 3.0%, which would have increased to 10.6% after July 1, 2006. The total redemption price was $104.7 million, which also reflected accrued but unpaid dividends and a make-whole premium. We paid this entire amount to NASD, Inc., which was the sole holder of the Series C. As a result of the redemption, we are no longer bound by covenants contained in the Exchange Agreement between us and the NASD dated November 29, 2004 (which was disclosed in our Current Report on Form 8-K dated December 1, 2004). These covenants generally required us to obtain NASD’s consent before we could incur certain debt obligations or make certain asset transfers. NASD remains our controlling shareholder.

Item 1.02 Termination of a Material Definitive Agreement.

On November 30, 2005, The Nasdaq Stock Market, Inc. (“Nasdaq”) paid all outstanding principal and interest on the $25.0 million promissory note dated May 19, 1997 between Nasdaq and SunTrust Bank. Under the terms of the note, principal payments were scheduled to begin in 2007 and continue in equal monthly installments until maturity in 2012. The note required monthly interest payments through May 2007 at an annual rate of 7.41%, and thereafter at the lenders’ cost of funds rate, as defined in the agreement, plus 0.5%. Nasdaq prepaid the note as a condition precedent to entering into a Credit Agreement among Nasdaq, certain lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as syndication agent, to be entered into in connection with the closing of Nasdaq’s acquisition of Instinet Group Incorporated. Under the terms of the note, Nasdaq was required to pay prepayment penalties of $1.1 million.