364-DAY CREDIT AGREEMENT

Exhibit 10.1

EXECUTION COPY

 

364-DAY CREDIT AGREEMENT

dated as of

April 1, 2009

between

NYSE EURONEXT,

The SUBSIDIARY BORROWERS Party Hereto,

The LENDERS Party Hereto

and

BANK OF AMERICA, N.A.

as Administrative Agent

 

$500,000,000

 

BANC OF AMERICA SECURITIES LLC,

CITIGROUP GLOBAL MARKETS INC.

and

RBS SECURITIES INC.,

as Lead Arrangers and Bookrunners

CITIBANK, N.A.

and

THE ROYAL BANK OF SCOTLAND PLC

as Co-Syndication Agents

SOCIÉTÉ GÉNÉRALE

as Documentation Agent

 

TABLE OF CONTENTS

 

 

 

364-DAY CREDIT AGREEMENT dated as of April 1, 2009, between NYSE EURONEXT, the SUBSIDIARY BORROWERS party hereto, the LENDERS party hereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The Company (as hereinafter defined) has requested that the Lenders (as so defined) make extensions of credit (by means of loans) to it and certain of its subsidiaries in an original aggregate principal amount of $500,000,000 at any one time outstanding in U.S. dollars and other agreed currencies. The Lenders are prepared to extend such credit upon the terms and conditions hereof, and, accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are denominated in Dollars and bear interest at a rate determined by reference to the Alternate Base Rate.

“ Additional Commitment Lender ” means any Person that agrees to provide a Commitment or (in the case of an existing Lender) agrees to increase the amount of its Commitment, in each case pursuant to Section 2.07(c) or 2.18, with the consent of the Administrative Agent (such consent not to be unreasonably withheld).

“ Administrative Agent ” means Bank of America, in its capacity as administrative agent for the Lenders hereunder.

“ Administrative Agent’s Account ” means, for each Currency, an account in respect of such Currency designated by the Administrative Agent in a notice to the Borrowers and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affected Currency ” has the meaning set forth in Section 2.12.

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agreed Foreign Currency ” means, at any time, any of Euros, Pounds Sterling and, with the agreement of each Lender, any other Foreign Currency, so long as, in respect of any other Foreign Currency, at such time (a) such Currency is dealt with in the London interbank deposit market, (b) such Currency is freely transferable and convertible into Dollars in the London foreign exchange market and (c) no authorization of any Governmental Authority in the country of issue is required to permit use of such Currency by any Lender for making any Loan hereunder and/or to permit the relevant Borrower to borrow and repay the principal thereof and to pay the interest thereon, as applicable, unless in each case such authorization has been obtained and is in full force and effect.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) the Eurocurrency Rate for Dollars for a one month Interest Period (which rate, for avoidance of doubt, shall be determined pursuant to the definition of “Eurocurrency Rate” at approximately 11:00 a.m., London time, two Business Days prior to the relevant date of determination of the rate under this clause (c)) plus 1.00%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate or such Eurocurrency Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or such Eurocurrency Rate, respectively.

“ Applicable Percentage ” means, with respect to any Lender, the percentage (carried out to the ninth decimal place) of the total Commitments represented by such Lender’s Commitment; provided that if the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

“ Applicable Rate ” means, for any day, (a) with respect to any Eurocurrency Loan, a rate per annum equal to the greater of (i) the applicable rate set forth below under the caption “Applicable Rate for Eurocurrency Loans” and (ii) the applicable rate set forth below under the caption “Applicable Rate Floor for Eurocurrency Loans”, (b) with respect to any ABR Loan for any day, a rate per annum equal to the Applicable Rate for Eurocurrency Loans (as determined under clause (a) above) for such day minus 1.00% or (c) with respect to the commitment fees payable hereunder, the applicable rate per annum set forth below under the caption “Commitment Fee Rate”, in each case based upon the applicable S&P Rating and/or Moody’s Rating on such date:

 

For purposes of the foregoing, (i) if either S&P or Moody’s shall not have in effect a S&P Rating or Moody’s Rating, as the case may be (other than by reason of the circumstances referred to in the last sentence of this definition), then the Applicable Rate shall be based upon the remaining rating, (ii) if the S&P Rating and the Moody’s Rating shall fall within different Categories, the Applicable Rate shall be based on the higher of the two ratings unless one of the two ratings is two or more Categories lower than the other, in which case the Applicable Rate shall be determined by reference to the Category next below that of the higher of the two ratings and (iii) if the S&P Rating and the Moody’s Rating established or deemed to have been established by S&P and Moody’s, respectively, shall be changed (other than as a result of a change in the rating system of S&P or Moody’s), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of S&P or Moody’s shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Company and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

“ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arrangers ” has the meaning set forth in the last paragraph of Section 5.01.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit B or any other form approved by the Administrative Agent.

“ Availability Period ” means the period from and including the Effective Date to but excluding the earlier of the Commitment Termination Date and the date of termination of the Commitments.

“ Bank of America ” means Bank of America, N.A.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Borrower Materials ” has the meaning set forth in Section 5.01.

“ Borrowers ” means the Company and any Subsidiary Borrowers, as applicable.

“ Borrowing ” means (a) all ABR Loans made, converted or continued on the same date or (b) all Eurocurrency Revolving Loans or Competitive Loans of the same Class, Type and Currency that have the same Interest Period (or any single Competitive Loan that does not have the same Interest Period as any other Competitive Loan of the same Type).

“ Borrowing Request ” means a request by any Borrower for a Revolving Borrowing in accordance with Section 2.03.

“ Business Day ” means any day (a) that is not a Saturday, Sunday or other day on which commercial banks in New York, New York or, with respect to the obligations of any Foreign Subsidiary Borrower, such other city, if any, as reasonably determined by the Administrative Agent, as applicable, are authorized or required by law to remain closed, (b) if such day relates to a borrowing of, a payment or prepayment of principal of or interest on, a continuation or conversion of or into, or the Interest Period for, a Eurocurrency Borrowing in Dollars (or any notice with respect thereto), that is also a day on which dealings in deposits in Dollars are carried out in the London interbank market, (c) if such day relates to a borrowing or continuation of, a payment or prepayment of principal of or interest on, or the Interest Period for, any Eurocurrency Borrowing in any Foreign Currency (other than Euros) (or any notice with respect thereto), that is also a day on which commercial banks and the foreign exchange market settle payments in the Principal Financial Center for such Foreign Currency and/or (d) if such day relates to a borrowing or continuation of, a payment or prepayment of principal of or interest on, or the Interest Period for, any Eurocurrency Borrowing in Euros (or any notice with respect thereto), that is also a TARGET Day.

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Change in Law ” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.13(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement that would be complied with generally by similarly situated banks acting reasonably.

“ Change of Control ” means (a) the acquisition of beneficial ownership, directly or indirectly, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of shares representing more

than 35% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Company; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (i) nominated by, or whose election was approved by, the board of directors of the Company nor (ii) appointed by directors so nominated or elected.

“ Class ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Competitive Loans.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Commitment ” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Commitment is set forth on Schedule 1.01(a), or in the Assignment and Assumption or any other instrument entered into hereunder pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’ Commitments is $500,000,000.

“ Commitment Increase ” has the meaning set forth in Section 2.07(c).

“ Commitment Increase Date ” has the meaning set forth in Section 2.07(c).

“ Commitment Termination Date ” means March 31, 2010, as the same may be extended pursuant to Section 2.18.

“ Company ” means NYSE Euronext, a Delaware corporation.

“ Competitive ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are made pursuant to Section 2.04.

“ Competitive Bid ” means an offer by a Lender to make a Competitive Loan in accordance with Section 2.04.

“ Competitive Bid Margin ” means, with respect to any Competitive Loan bearing interest at a rate based on the Eurocurrency Rate for Dollars, the marginal rate of interest, if any, to be added to or subtracted from such Eurocurrency Rate to determine the rate of interest applicable to such Loan, as specified by the Lender making such Loan in its related Competitive Bid.

“ Competitive Bid Rate ” means, with respect to any Competitive Bid, the Competitive Bid Margin or the Fixed Rate, as applicable, offered by the Lender making such Competitive Bid.

“ Competitive Bid Request ” means a request by the Company for Competitive Bids in accordance with Section 2.04.

“ Competitive Loan ” means a Loan made pursuant to Section 2.04.

“ Consolidated Net Tangible Assets ” means the total assets of the Group (less applicable depreciation, amortization, and other valuation reserves), less all current liabilities (excluding intercompany liabilities and any such liability that by its terms is extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed) and all intangible assets of the Group, all as set forth on the most recent consolidated balance sheet of the Company prepared in accordance with GAAP.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Currency ” means the lawful currency of any country.

“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Defaulting Lender ” means any Lender that has (a) failed to fund any portion of its Loans within three Business Days of the date required to be funded by it hereunder, (b) notified the Company, the Administrative Agent or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (c) failed, within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans or (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute.

“ Delaware Trust ” means NYSE Group Trust, a Delaware trust.

“ Delaware Trust Option ” means the call option remedy of the Delaware Trust over the priority shares and/or ordinary shares or voting securities of NYSE Group, Archipelago Holdings, Inc. or their respective subsidiaries and the other remedies of the Delaware Trust.

“ Dollar Equivalent ” means, with respect to any Borrowing in any Agreed Foreign Currency, the amount of Dollars that would be required to purchase the amount of such Agreed Foreign Currency of such Borrowing on the date two Business Days prior to the date of such Borrowing (or, in the case of any determination made under Section 2.09(b) or redenomination under the last sentence of Section 2.16(a), on the date of determination or redenomination therein referred to), based upon the spot selling rate at which the Administrative Agent offers to sell such Agreed Foreign Currency for Dollars in the London foreign exchange market at approximately 11:00 a.m., London time, for delivery two Business Days later.

“ Dollars ” or “ $ ” refers to lawful money of the United States of America.

“ Domestic Subsidiary ” means any Subsidiary of the Company that is organized under the laws of any State of the United States of America (including the District of Columbia).

“ Domestic Subsidiary Borrower ” means any Subsidiary Borrower that is a Domestic Subsidiary.

“ Dutch Foundation ” means Stichting NYSE Euronext, a foundation ( stichting ) incorporated and existing under the laws of The Netherlands.

“ Dutch Foundation Option ” means the call option remedy of the Dutch Foundation over the priority shares and/or common stock or voting securities of Euronext N.V. or its subsidiaries and the other remedies of the Dutch Foundation.

“ Effective Date ” means the date of this Agreement, subject to the satisfaction of the conditions specified in Section 4.01 (or waiver thereof, in accordance with Section 9.02).

“ Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“ Euro ” or “ € ” means the single currency of Participating Member States of the European Union.

“ Euro Reference Rate ” means, with respect to any Eurocurrency Loan in Euros, for any day, the rate per annum which is the average of the rates quoted at approximately 11:00 a.m., London time, to leading banks in the London interbank market by the Reference Lenders for the offering of overnight deposits in Euro, as determined by the Administrative Agent. Each Euro Reference Rate Loan shall be adjusted, if applicable, as reasonably determined by the Administrative Agent in accordance with Exhibit A to reflect the MCR Cost.

“ Euro Reference Rate Loan ” means any Loan bearing interest at the Euro Reference Rate.

“ Eurocurrency ”, when used in reference to any Revolving Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Eurocurrency Rate or the Euro Reference Rate, as applicable.

“ Eurocurrency Rate ” means, with respect to any Eurocurrency Loan in any Currency for any Interest Period, the rate per annum equal to the British Bankers Association LIBO Rate (“ BBA LIBOR ”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in such Currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the Eurocurrency Rate for such Currency for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in such Currency for delivery on the first day of such Interest Period in same day funds in the approximate amount of such Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch (or other Bank of America branch or affiliate) to major banks in the London or other offshore interbank market for such Currency at their request at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. Each Eurocurrency Rate Loan shall be adjusted, if applicable, as reasonably determined by the Administrative Agent in accordance with Exhibit A to reflect the MCR Cost. For the avoidance of doubt, any reference to Eurocurrency Rate Loans or Borrowings shall not include Euro Reference Rate Loans or Borrowings.

“ Eurodollar ”, when used in reference to any Competitive Loan or Competitive Borrowing, refers to such Competitive Loans, or the Competitive Loans comprising such Borrowing, that bear interest at a rate determined by reference to the Eurocurrency Rate for Dollars.

“ Euronext ” means Euronext N.V., a company organized under the laws of The Netherlands.

“ Event of Default ” has the meaning set forth in Article VII.

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Company or any Subsidiary Borrower hereunder, (a) income or franchise taxes imposed on (or measured by reference to) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, or any other jurisdiction in which it is subject to Tax solely as a result of any present or former connection between the Administrative Agent, such Lender or other recipient, as applicable, and the jurisdiction imposing such Tax other than a present or former connection solely as a result of the activities and transactions specifically contemplated by this Agreement, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) of this definition, (c) in the case of a Non-U.S. Lender to a U.S. Borrower (other than an assignee pursuant to a request by the Company under Section 2.17(b)), any withholding tax that is imposed on amounts payable to such Non-U.S. Lender at the time such Non-U.S. Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Non-U.S. Lender’s failure to comply with Section 2.15(e), except to the extent that such Non-U.S. Lender or its assignor (if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Company or any Domestic Subsidiary Borrower with respect to such withholding tax pursuant to Section 2.15(a); and (d) in the case of a Foreign Subsidiary Borrower (other than an assignee pursuant to a request by the Company under Section 2.17(b)), any withholding tax that is imposed on amounts payable to the Administrative Agent or Lender solely by reason of the Administrative Agent or Lender, respectively, failing to comply with its obligations under Section 2.15(g).

“ Existing Commitment Termination Date ” has the meaning set forth in Section 2.18(a).

“ Extension Request ” has the meaning set forth in Section 2.18(a).

“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1.00%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1.00%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“ Financial Officer ” means the chief executive officer, chief financial officer, principal accounting officer, treasurer or controller of the Company.

“ Fixed Rate ” means, with respect to any Competitive Loan (other than a Competitive Eurodollar Loan), the fixed rate of interest per annum specified by the Lender making such Competitive Loan in its related Competitive Bid. When used in reference to any Loan or Borrowing, “ Fixed Rate ” refers to whether such Loan, or the Loans constituting such Borrowing, are Competitive Loans bearing interest at a Fixed Rate.

“ Foreign Currency ” means any Currency other than Dollars.

“ Foreign Currency Equivalent ” means, with respect to any amount in Dollars, the amount of any Foreign Currency that could be purchased with such amount of Dollars using the reciprocal of the foreign exchange rate(s) specified in the definition of the term “Dollar Equivalent”, as determined by the Administrative Agent.

“ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.

“ Foreign Subsidiary Borrower ” means any Subsidiary Borrower that is a Foreign Subsidiary.

“ GAAP ” means generally accepted accounting principles in the United States of America, giving effect for purposes hereof to Section 1.04.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Group ” means the Company and its Subsidiaries.

“ Group Member ” means any entity within the Group.

“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“ Guaranteed Obligations ” has the meaning set forth in Section 10.01.

“ Guarantor ” has the meaning set forth in Section 10.01.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or

petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Historical Financial Statements ” means the audited consolidated balance sheet of the Company and its Subsidiaries as of and for the fiscal year ended December 31, 2008 and the related consolidated statements of income, statements of changes in stockholders’ equity and comprehensive income and cash flows of the Company and its Subsidiaries for the fiscal year ended on said date, reported on by PricewaterhouseCoopers LLP, independent public accountants.

“ Impacted Lender ” means any Lender that has (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment (provided that a Lender shall not be an Impacted Lender solely by virtue of the control of or the ownership or acquisition of an interest (whether controlling or not) in such Lender or a parent company thereof by a Governmental Authority).

“ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (but if such Indebtedness has not been assumed, only up to lesser of the amount of such Indebtedness or the fair market value of the property subject to such Lien), (f) all Guarantees by such Person, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Index ” means, at any date of determination, the Markit CDX.NA.IG Series 11 or any successor series (5 Year Period), as available on such date to the applicable office of the Administrative Agent. The Index as used in determining the Applicable Rate will be determined (a) in the case of any Eurocurrency Rate Loan for each Interest Period applicable thereto, (i) on the date the Eurocurrency Rate is set for such Eurocurrency Rate Loan for such Interest Period applicable thereto and (ii) for any Eurocurrency Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (b) in the case of ABR Loans and Euro Reference Rate Loans, quarterly on the Effective Date and the first Business Day of each calendar quarter thereafter. If the Index is unavailable for any reason as of the date of determination of the Applicable Rate under the immediately preceding sentence, then, so long as the Index remains unavailable, the interest payable on the Eurocurrency Loans and the ABR Loans in any affected Borrowing will be based upon the Applicable Rate calculated using the last available quote of the Index unless and until the Company and the Lenders shall agree on an alternative method of determining the Applicable Rate for such Loans.

“ Index Debt ” means senior, unsecured, long-term indebtedness for borrowed money of the Company that is not guaranteed by any other Person or subject to any other credit enhancement.

“ Interest Election Request ” means a request by any Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.06.

“ Interest Payment Date ” means (a) with respect to any ABR Loan, each Quarterly Date, (b) with respect to any Eurocurrency Loan (other than any Euro Reference Rate Loan), the last day of the Interest Period for the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, (c) with respect to any Euro Reference Rate Loan, the last Business Day of each calendar month and (d) with respect to any Fixed Rate Loan, the last day of the Interest Period for the Borrowing of which such Loan is a part and, in the case of a Fixed Rate Borrowing with an Interest Period of more than 90 days’ duration (unless otherwise specified in the applicable Competitive Bid Request), each day prior to the last day of such Interest Period that occurs at intervals of 90 days’ duration after the first day of such Interest Period, and any other dates that are specified in the applicable Competitive Bid Request as Interest Payment Dates with respect to such Borrowing.

“ Interest Period ” means:

(a) with respect to any Revolving Eurocurrency Loan or Borrowing (other than any Euro Reference Rate Loan or Borrowing), the period commencing on the date of such Loan or Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, with the consent of each Lender, nine or twelve months or a shorter period) thereafter or, with respect to such portion of any Revolving Eurocurrency Loan or Borrowing (other than any Euro Reference Rate Loan or Borrowing) that is scheduled to be repaid on the Commitment Termination Date, a period of less than one month’s duration commencing on the date of such Loan or Borrowing and ending on the Commitment Termination Date, as specified in the applicable Borrowing Request or Interest Election Request;

(b) with respect to any Competitive Eurodollar Loan or Borrowing, the period commencing on the date of such Loan or Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, with the consent of each Lender, nine or twelve months or a shorter period) thereafter or, with respect to such portion of any Competitive Eurodollar Loan or Borrowing that is scheduled to be repaid on the Commitment Termination Date, a period of less than one month’s duration commencing on the date of such Loan or Borrowing and ending on the Commitment Termination Date, as specified in the applicable Competitive Bid Request; and

(c) with respect to any Fixed Rate Loan or Borrowing, the period (which shall not be less than 7 days or more than 360 days) commencing on the date of such Loan or Borrowing and ending on the date specified in the applicable Competitive Bid Request;

provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (ii) any Interest Period pertaining to a Eurocurrency Borrowing (other than an Interest Period pertaining to a Eurocurrency Borrowing that ends on the Commitment Termination Date that is permitted to be of less than one month’s duration as provided in this definition) that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Loan initially shall be the date on which such Loan is made and, in the case of a Revolving Loan, thereafter shall be the effective date of the most recent conversion or continuation of such Loan, and the date of a Revolving Borrowing comprising Loans that have been converted or continued shall be the effective date of the most recent conversion or continuation of such Loans.

“ Lenders ” means the Persons listed on Schedule 1.01(a) and any other Person that shall have become a Lender party hereto pursuant to the terms hereof, other than any such Person that ceases to be such a party hereto.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, charge, security interest or similar encumbrance in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or other title retention agreement (but not an operating lease) relating to such asset.

“ Loan Documents ” means, collectively, this Agreement, the Notes and each Subsidiary Borrower Designation.

“ Loans ” means the loans made by the Lenders to the Borrowers pursuant to this Agreement.

“ Local Time ” means, with respect to any Loan denominated in or any payment to be made in any Currency, the local time in the Principal Financial Center for the Currency in which such Loan is denominated or such payment is to be made. For the avoidance of doubt, for Loans in Euros, the Principal Financial Center for the purposes of determining Local Time shall be London.

“ Margin Stock ” means “margin stock” within the meaning of Regulations U and X of the Board.

“ Material Adverse Effect ” means a material adverse effect on (a) the property, business, operations or financial condition of the Group taken as a whole, (b) the ability of any Borrower to perform its obligations hereunder and (c) the validity or enforceability of this Agreement and the other Loan Documents or the rights and remedies of the Administrative Agent and the Lenders hereunder and thereunder.

“ Material Indebtedness ” means Indebtedness (excluding any Indebtedness outstanding hereunder), or obligations in respect of one or more Swap Agreements, of any one or more Group Members in an aggregate principal amount exceeding $100,000,000. For purposes of determining Material Indebtedness, the “ principal amount ” of the obligations of any Group Member in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Group Member would be required to pay if such Swap Agreement were terminated at such time.

“ Maturity Date ” means the Commitment Termination Date.

“ MCR Cost ” means the percentage rate per annum calculated by the Administrative Agent in accordance with Exhibit A.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Moody’s Rating ” means, at any time, the then current rating by Moody’s of the Index Debt.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Company or any of its Subsidiaries contributes or is obligated to contribute.

“ Non-Extending Lender ” has the meaning set forth in Section 2.18(a).

“ Non-U.S. Lender ” means any Lender that is organized under the laws of a jurisdiction other than laws of the United States of America, any State thereof or the District of Columbia.

“ Note ” means, collectively, the promissory notes (if any) of each Borrower issued pursuant to this Agreement.

“ NYSE Group ” means NYSE Group, Inc., a Delaware corporation.

“ Other NYSE Euronext Credit Agreement ” means that certain Credit Agreement dated as of April 4, 2007 among the Company, the subsidiary borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent thereunder.

“ Other Taxes ” means any and all present or future stamp or documentary taxes or any other excise or property taxes, or similar governmental charges or levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement and the other Loan Documents. Other Taxes shall not include any Taxes imposed on (or measured by reference to) gross income, net income, or gain.

“ Participant ” has the meaning set forth in Section 9.04(c)(i).

“ Participating Member State ” means any member state of the European Community that adopts or has adopted the Euro as its lawful currency in accordance with the legislation of the European Union relating to the European Monetary Union.

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Permitted Encumbrances ” means:

(a) Liens imposed by law or any Governmental Authority for taxes, assessments or charges that are not yet due or are being contested in compliance with Section 5.03;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or where the validity or amount thereof is being contested in good faith by appropriate proceedings;

(c) pledges and deposits made in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (j) of Article VII; and

(f) easements, zoning restrictions, minor title imperfections, restrictions on use, rights of way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of any Group Member;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Company or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA sponsored, maintained or contributed to by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is obligated to contribute.

“ Platform ” has the meaning set forth in Section 5.01.

“ Pounds Sterling ” means the lawful currency of England.

“ Prime Rate ” means, for any day, the rate of interest per annum in effect for such day as publicly announced by Bank of America as its “prime rate”. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Principal Financial Center ” means, in the case of any Currency, the principal financial center where such Currency is cleared and settled, as determined by the Administrative Agent.

“ Public Lender ” has the meaning set forth in Section 5.01.

“ Quarterly Dates ” means the last Business Day of March, June, September and December in each year, the first of which shall be the first such day after the date hereof.

“ Reference Lenders ” shall be three Lenders designated from time to time by the Administrative Agent in consultation with the Company. The initial Reference Lenders are Bank of America, Citibank, N.A. and The Royal Bank of Scotland plc.

“ Register ” has the meaning set forth in Section 9.04(b)(iv).

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“ Relevant Jurisdiction ” means, with respect to any Subsidiary Borrower, the jurisdiction of its organization.

“ Required Lenders ” means, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time; provided that, for purposes of declaring the Loans to be due and payable pursuant to Article VII, and for all purposes after

the Loans become due and payable pursuant to Article VII or the Commitments expire or terminate, the outstanding Competitive Loans held by any of the Lenders shall be included in their respective Revolving Credit Exposures in determining the Required Lenders.

“ Revolving ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are made pursuant to Section 2.01.

“ Revolving Credit Exposure ” means, with respect to any Lender at any time, the aggregate outstanding principal amount of such Lender’s Revolving Loans at such time.

“ S&P ” means Standard & Poor’s Ratings Group.

“ S&P Rating ” means, at any time, the then current rating by S&P of the Index Debt.

“ SEC ” means the Securities and Exchange Commission or any Governmental Authority succeeding to its principal functions.

“ Significant Group Member ” has the meaning set forth in Section 6.02.

“ Significant Subsidiary ” means any Subsidiary that is a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Securities Act of 1933, as amended and in effect from time to time; provided that, notwithstanding the foregoing, “Significant Subsidiary” shall include each Subsidiary Borrower.

“ Subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise specified, “Subsidiary” means a Subsidiary of the Company.

“ Subsidiary Borrower ” means each Subsidiary of the Company that is listed on the signature pages hereof under the caption “SUBSIDIARY BORROWERS” and each other Subsidiary of the Company that shall become a Subsidiary Borrower pursuant to Section 2.19, in each case so long as any such Subsidiary shall remain a Subsidiary Borrower hereunder. The term “Subsidiary Borrower” includes any of the Domestic Subsidiary Borrowers and the Foreign Subsidiary Borrowers.

“ Subsidiary Borrower Designation ” means a Subsidiary Borrower Designation entered into by the Company and a Subsidiary of the Company pursuant to Section 2.19, pursuant to which such Subsidiary shall (subject to the terms and conditions of Section 2.19(b)) be designated as a Borrower hereunder, substantially in the form of Exhibit C or any other form approved by the Administrative Agent.

“ Subsidiary Borrower Termination Notice ” has the meaning set forth in Section 2.19(c).

“ Swap Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of any Group Member shall be a Swap Agreement.

“ TARGET Day ” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (or any successor settlement system as determined by the Administrative Agent) is open for the settlement of payments in Euros.

“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“ Total Stockholders’ Equity ” means the total consolidated stockholders’ equity of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“ Transactions ” means the execution and delivery by each of the Company and each Subsidiary Borrower of this Agreement and the other Loan Documents to which it is a party, the performance of their respective obligations hereunder, and the borrowing of Loans.

“ Trust Options ” means the Delaware Trust Option and the Dutch Foundation Option.

“ Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to a Eurocurrency interest rate generally, or specifically, in the case of a Revolving Loan or Borrowing, the Alternate Base Rate, the Eurocurrency Rate or the Euro Reference Rate or, in the case of a Competitive Loan or Borrowing, the Eurocurrency Rate for Dollars or a Fixed Rate.

“ U.S. Borrower ” means the Company or any Domestic Subsidiary Borrower, as applicable.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurocurrency Rate Loan”) or by Class and Type (e.g., a “Eurocurrency Rate Revolving Loan” or “Competitive Eurodollar Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurocurrency Rate Borrowing”) or by Class and Type (e.g., a “Eurocurrency Rate Revolving Borrowing”). Loans and Borrowings may also be classified and referred to by Currency.

SECTION 1.03. Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. In the computation of time in this Agreement from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”.

SECTION 1.04. Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

SECTION 1.05. Currencies; Currency Equivalents; Provisions Relating to European Monetary Union . (a) At any time, any reference in this Agreement to the Currency of any particular nation means the lawful currency of such nation at such time whether or not the name of such Currency is the same as it was on the date hereof. Except as provided in Section 2.09(b) and the last sentence of Section 2.16(a), for purposes of determining (i) whether the amount of any Borrowing, together with all other Borrowings then outstanding or to be borrowed at the same time as such Borrowing, would exceed the aggregate amount of the Commitments, (ii) the aggregate unutilized amount of the Commitments and (iii) the outstanding aggregate principal amount of Borrowings, the outstanding principal amount of any Borrowing that is denominated in any Agreed Foreign Currency shall be deemed to be the Dollar Equivalent of the amount of Foreign Currency of such Borrowing determined as of the date of such Borrowing (determined in accordance with the last sentence of the definition of the term

“Interest Period”), except that, in the case of any Euro Reference Rate Borrowing, the outstanding principal amount of such Borrowing shall be deemed to be the Dollar Equivalent of the amount of Euros of such Borrowing determined as of the date of such Borrowing (or, if such Borrowing shall be outstanding on the date of the calculation of the Dollar Equivalent of such Borrowing on the first Business Day of a calendar month pursuant to Section 2.09(b), such Dollar Equivalent as of the date of such calculation).

(b) Each obligation hereunder of any party hereto that is denominated in the Foreign Currency of a country that is not a Participating Member State on the date hereof shall, effective from the date on which such country becomes a Participating Member State, be redenominated in Euros in accordance with the legislation of the European Union applicable to the European Monetary Union; provided that, if and to the extent that any such legislation provides that any such obligation of any such party payable within such Participating Member State by crediting an account of the creditor can be paid by the debtor either in Euros or such Currency, such party shall be entitled to pay or repay such amount either in Euros or in such Currency. If the basis of accrual of interest or fees expressed in this Agreement with respect to an Agreed Foreign Currency of any country that becomes a Participating Member State after the date on which such Currency becomes an Agreed Foreign Currency shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of interest or fees in respect of the Euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such country becomes a Participating Member State, unless the Company reasonably objects thereto; provided that, with respect to any Borrowing denominated in such Currency that is outstanding immediately prior to such date, such replacement shall take effect at the end of the Interest Period therefor. Without prejudice to the respective liabilities of the Borrowers to the Lenders, and of the Lenders to the Borrowers, under or pursuant to this Agreement, each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time reasonably specify to be necessary or appropriate to reflect the introduction or changeover to the Euro in any country that becomes a Participating Member State after the date hereof, unless the Company reasonably objects thereto.

ARTICLE II

THE CREDITS

SECTION 2.01. The Commitments . Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans in Dollars or any Agreed Foreign Currency to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans.

SECTION 2.02. Loans and Borrowings .

(a) Obligations of Lenders . Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans of the same Currency and Type made by the Lenders ratably in accordance with their respective Commitments. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.04. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Types of Loans . Subject to Section 2.12, (i) each Revolving Borrowing by any U.S. Borrower shall be constituted entirely of ABR Loans or of Eurocurrency Loans denominated in the same Currency as such Borrower may request in accordance herewith, (ii) each Revolving Borrowing by any Foreign Subsidiary Borrower shall be constituted entirely of Eurocurrency Loans denominated in the same Currency as such Foreign Subsidiary Borrower may request in accordance herewith and (iii) each Competitive Borrowing shall be constituted entirely of Eurodollar Loans or Fixed Rate Loans in Dollars as the Company may request in accordance herewith. Each ABR Loan shall be denominated in Dollars. Each Lender at its option may make any Eurocurrency Loan to any Borrower by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the relevant Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) Minimum Amounts . Each Revolving Borrowing shall be in an amount at least equal to 1,000,000 units of the relevant Currency or, with respect to any Agreed Foreign Currency, such other minimum amount as may be agreed to by the Administrative Agent; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. Each Competitive Borrowing shall be in an amount at least equal to $1,000,000.

(d) Limitation on Number of Borrowings . Borrowings of more than one Class, Currency and Type may be outstanding at the same time; provided that there shall not at any time be more than a total of ten Eurocurrency Revolving Borrowings outstanding.

(e) Limitations on Interest Periods . Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request (or to elect to convert or continue) any Borrowing if the Interest Period requested therefor would end after the Maturity Date.

SECTION 2.03. Requests for Revolving Borrowings .

(a) Notice by Borrowers . To request a Revolving Borrowing, a Borrower shall notify the Administrative Agent of such request by telephone:

(i) in the case of an ABR Borrowing by any U.S. Borrower, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing;

(ii) in the case of a Eurocurrency Borrowing in Dollars by any U.S. Borrower, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing (or such shorter period as the Administrative Agent may agree);

(iii) in the case of a Eurocurrency Borrowing in Euros bearing interest at the Euro Reference Rate, not later than 9:00 a.m., London time, on the date of the proposed Borrowing;

(iv) in the case of a Eurocurrency Rate Borrowing in any Agreed Foreign Currency, not later than 1:00 p.m., London time, three Business Days before the date of the proposed Borrowing; or

(v) in the case of a Eurocurrency Rate Borrowing in Dollars by any Foreign Subsidiary, not later than 1:00 p.m., London time, three Business Days before the date of the proposed Borrowing.

Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the relevant Borrower.

(b) Content of Borrowing Requests . Each telephonic and written Borrowing Request for a Revolving Borrowing by any Borrower shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount and Currency of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) in the case of a Borrowing in Dollars by any U.S. Borrower, whether such Borrowing will bear interest at the Alternate Base Rate or the Eurocurrency Rate;

(iv) in the case of a Eurocurrency Borrowing in Euros, whether such Borrowing will bear interest at the Eurocurrency Rate for such Currency or the Euro Reference Rate; and

(v) in the case of a Eurocurrency Rate Borrowing, the Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(e); and

(vi) the location and number of the account to which funds are to be disbursed.

(c) Notice by Administrative Agent to Lenders . Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

(d) Failure to Elect . (i) With respect to any Borrowing Request in respect of a Revolving Borrowing by any U.S. Borrower:

(A) if no election as to the Currency of such Borrowing is specified, then the requested Revolving Borrowing shall be denominated in Dollars;

(B) if no election as to the Type of such Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing, unless an Agreed Foreign Currency has been specified, in which case such Borrowing shall be a Eurocurrency Rate Borrowing in such Agreed Foreign Currency; and

(C) if no Interest Period is specified with respect to any requested Eurocurrency Borrowing, (i) if the Currency specified for such Borrowing is Dollars (or if no Currency has been so specified), the requested Borrowing shall be made instead as an ABR Borrowing and (ii) if the Currency specified for such Borrowing is an Agreed Foreign Currency, the relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(ii) With respect to any Borrowing Request in respect of a Revolving Borrowing by any Foreign Subsidiary Borrower:

(A) if no election as to the Currency of such Borrowing is specified, then the requested Revolving Borrowing shall be denominated in Euros; and

(B) if no Interest Period is specified with respect to such Borrowing, such Foreign Subsidiary Borrower shall be deemed to have selected an Interest Period of one month’s duration.

SECTION 2.04 Competitive Bid Procedure .

(a) Requests for Bids by Company . Subject to the terms and conditions set forth herein, from time to time during the Availability Period the Company may request Competitive Bids for Competitive Loans to be made to the Company in Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans shall not exceed the total Commitments. To request Competitive Bids, the Company shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that the Company may submit up to (but not more than) five Competitive Bid Requests on the same day. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate Borrowing;

(iv) the Interest Period for such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(e); and

(v) the location and number of the account to which funds are to be disbursed.

Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids.

(b) Making of Bids by Lenders . Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, in the case of a Competitive Eurodollar Borrowing, not later than 9:30 a.m., New York City time, three Business Days before the proposed date of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $1,000,000 or a larger multiple of $1,000,000) and which may equal the entire principal amount of the Competitive Borrowing requested by the Company) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period for each such Loan and the last day thereof.

(c) Notification of Bids by Administrative Agent . The Administrative Agent shall promptly notify the Company by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid.

(d) Acceptance of Bids by Company . Subject only to the provisions of this paragraph, the Company may accept or reject any Competitive Bid. The Company shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, in the case of a Competitive Eurodollar Borrowing, not later than 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the Competitive Borrowing; provided that (i) the failure of the Company to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Company shall not accept a Competitive Bid made at a particular Competitive Bid Rate if the Company rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Company shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (iv) to the extent necessary to comply with clause (iii) above, the Company may accept Competitive

Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $1,000,000 (or a larger multiple of $1,000,000); provided further that in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) above the amounts shall be rounded to integral multiples of $1,000,000 in a manner determined by the Company. A notice given by the Company pursuant to this paragraph shall be irrevocable.

(e) Notification of Acceptances by Administrative Agent . The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted.

(f) Bids by Administrative Agent . If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the Company at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

(g) Funding of Competitive Bid Loans . Any Lender whose offer to make any Competitive Bid Loan has been accepted in accordance with the terms and conditions of this Section 2.04 shall, not later than 12:00 noon, New York City time, on the date specified for the making of such Competitive Bid Loan, make the amount of such Competitive Bid Loan available to the Administrative Agent at an account designated by the Administrative Agent, in immediately available funds, for account of the Company. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, be made available to the Company on such date by depositing the same, in immediately available funds, in an account designated by the Company.

SECTION 2.05. Funding of Borrowings .

(a) Funding by Lenders . Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, Local Time, or (in the case of any ABR Borrowing) by 2:00 p.m., New York City time, in each case to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the relevant Borrower by remitting the amounts so received, in like funds, to an account designated by such Borrower in the Borrowing Request or Competitive Bid Request promptly on the same day following receipt thereof from the relevant Lenders.

(b) Presumption by Administrative Agent . Unless the Administrative Agent shall have received notice from a Lender prior to or (in the case of any ABR Borrowing or Euro Reference Rate Borrowing) on the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the

Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the relevant Lender and the relevant Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, calculated at a rate of interest determined by the Administrative Agent to reflect its cost of funds. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.06. Interest Elections .

(a) Elections by Borrowers for Revolving Borrowings . Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Rate Revolving Borrowing, shall have the Interest Period specified in such Borrowing Request. Thereafter, the relevant Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of a Eurocurrency Rate Revolving Borrowing, may elect the Interest Period therefor, all as provided in this Section and to the extent the applicable Borrower would be entitled to request a Borrowing of such Type as a new Borrowing hereunder; provided that (i) a Revolving Borrowing denominated in one Currency may not be continued as, or converted to, a Revolving Borrowing in a different Currency, and (ii) no Eurocurrency Revolving Borrowing in a Currency other than Dollars may be continued if, after giving effect thereto, the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Commitments. The relevant Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Competitive Borrowings, which may not be converted or continued.

(b) Notice of Elections . To make an election pursuant to this Section, the relevant Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the relevant Borrower.

(c) Content of Interest Election Requests . Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) of this paragraph shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether, in the case of a Borrowing in Dollars by a U.S. Borrower, the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and

(iv) in the case of a Eurocurrency Borrowing (other than a Euro Reference Rate Borrowing), the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(e).

(d) Notice by Administrative Agent to Lenders . Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) Failure to Elect; Events of Default . If any Borrower fails to deliver a timely and complete Interest Election Request with respect to a Eurocurrency Rate Revolving Borrowing of such Borrower prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, (i) if such Borrowing is made to any U.S. Borrower and is denominated in Dollars, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing, and (ii) if such Borrowing is denominated in a Foreign Currency or is made to any Foreign Subsidiary Borrower, the relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the relevant Borrower, then, so long as an Event of Default is continuing, no outstanding Eurocurrency Borrowing may have an Interest Period of more than one month’s duration.

SECTION 2.07. Termination, Reduction and Increase of Commitments .

(a) Scheduled Termination . Unless previously terminated, the Commitments shall terminate on the Commitment Termination Date.

(b) Voluntary Termination or Reduction . The Company may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount equal to at least $1,000,000 and (ii) the Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.09, the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Commitments. The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments hereunder at least three Business Days prior to the effective date of

such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditional, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent.

(c) Increase of Commitment .

(i) Requests for Increase . The Company may, at any time following the Effective Date, effect an increase in the Commitments hereunder (each such increase being a “ Commitment Increase ”) by having an Additional Commitment Lender provide a new or additional Commitment hereunder, by notice to the Administrative Agent specifying the amount of the relevant Commitment Increase, the identity of the Additional Commitment Lender(s) and the date on which such increase is to be effective (the “ Commitment Increase Date ”), which shall be a Business Day at least three Business Days after delivery of such notice and prior to the Commitment Termination Date; provided that:

(A) the minimum amount of each Commitment Increase shall be $50,000,000;

(B) the aggregate amount of all Commitment Increases hereunder, together with all commitment increases after the Effective Date under the Other NYSE Euronext Credit Agreement, shall not exceed $1,000,000,000;

(C) at the time of any such Commitment Increase, no Default shall have occurred and be continuing or would result therefrom; and

(D) the representations and warranties set forth in Article III shall be true and correct on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

Each notice by the Company under this paragraph shall be deemed to constitute a representation and warranty by the Company as to the matters specified in clauses (B), (C) and (D) above as of the relevant Commitment Increase Date. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Additional Commitment Lender and any election to do so shall be in the sole discretion of each Lender.

(ii) Effectiveness of Increase . Each Commitment Increase (and the new or additional Commitment of each Additional Commitment Lender resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, of:

(A) a certificate of a duly authorized officer of the Company stating that the conditions with respect to such Commitment Increase under this paragraph (c) have been satisfied;

(B) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which such Additional Commitment Lender shall, effective as of such Commitment Increase Date, provide a new or additional Commitment hereunder in the amount specified therein and (if not then an existing Lender) become a Lender hereunder, in each case duly executed by such Additional Commitment Lender and the Company and acknowledged by the Administrative Agent; and

(C) such evidence of authority of the Company to effect such Commitment Increase as the Administrative Agent may reasonably requested by the Administrative Agent.

Upon the Administrative Agent’s receipt of a fully executed agreement from each Additional Commitment Lender referred to in clause (B) above, together with the certificate and/or other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and the Lenders (including each Additional Commitment Lender).

On each Commitment Increase Date, if any Revolving Loans are then outstanding, the Company and/or the other Borrowers shall (i) borrow Revolving Loans from all or certain of the Lenders and/or prepay revolving Loans of all or certain of the Lenders such that, after giving effect thereto, the Revolving Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase) and (ii) pay to the Lenders the amounts, if any, payable under Section 2.14.

SECTION 2.08. Repayment of Loans; Evidence of Debt .

(a) Repayment . Each Borrower hereby unconditionally promises to pay to the Administrative Agent for account of each Lender the then unpaid principal amount of each Revolving Loan made to such Borrower on the Maturity Date. The Company hereby unconditionally promises to pay to the Administrative Agent for account of each Lender that makes a Competitive Loan the then unpaid principal amount of such Competitive Loan on the last day of the Interest Period for such Competitive Loan.

(b) Maintenance of Records by Lenders . Each Lender shall maintain in accordance with its usual practice records evidencing the indebtedness of the relevant Borrower to such Lender resulting from each Loan made by such Lender to such Borrower, including the amounts and Currency of principal and interest payable and paid to such Lender from time to time hereunder.

(c) Maintenance of Records by Administrative Agent . The Administrative Agent shall maintain records in which it shall record (i) the amount and Currency of each Loan made hereunder, the Class and Type thereof and the Interest Period therefor, (ii) the amount and Currency of any principal or interest due and payable or to become due and payable from the relevant Borrower to each Lender hereunder and (iii) the amount and Currency of any sum received by the Administrative Agent hereunder for account of the Lenders and each Lender’s share thereof.

(d) Effect of Entries . The entries made in the records maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such records or any error therein shall not in any manner affect the obligation of the relevant Borrower to repay the Loans made to such Borrower in accordance with the terms of this Agreement.

(e) Promissory Notes . Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the relevant Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent Any Lender that ceases to be a Lender hereunder shall as promptly as practicable return its notes (if any) to the relevant Borrower after termination of such Lender’s Commitment and payment to it of all principal and interest owing to it hereunder.

SECTION 2.09. Prepayment of Loans .

(a) Optional Prepayments . Each Borrower shall have the right at any time and from time to time to prepay, without premium or penalty (but subject to Section 2.14), any Borrowing made by it in whole or in part, subject to the requirements of paragraph (c) of this Section; provided that the Company shall not have the right to prepay any Competitive Loan without the prior consent of the Lender that has made such Competitive Loan.

(b) Mandatory Prepayments Due to Currency Fluctuations . On the first Business Day of each calendar month (or at such other times as the Required Lenders may request (but not more frequently than once in any rolling three month period)), the Administrative Agent shall determine the total Revolving Credit Exposures of all of the Lenders (including the Dollar Equivalent of any portion thereof that is denominated in any Agreed Foreign Currency). For the purpose of this determination, the outstanding principal amount of any Loan that is denominated in any Agreed Foreign Currency shall be deemed to be the Dollar Equivalent thereof as of the relevant determination date. Upon making such determination, the Administrative Agent shall promptly notify the Lenders and the Company thereof. If on the date of such determination the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceed the total Commitments, then, if requested by the Required Lenders (through the Administrative Agent), the Borrowers shall promptly prepay Loans to the extent of such excess.

(c) Notices, Etc. The relevant Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of any Revolving Borrowing hereunder:

(i) in the case of prepayment of an ABR Borrowing by any U.S. Borrower, not later than 11:00 a.m., New York City time, on the date of prepayment;

(ii) in the case of prepayment of a Eurocurrency Borrowing in Dollars by any U.S Borrower, not later than 1:00 p.m., New York City time, three Business Days before the date of prepayment;

(iii) in the case of prepayment of a Euro Reference Rate Borrowing, not later than 9:00 a.m., London time, on the date of prepayment;

(iv) in the case of prepayment of a Eurocurrency Rate Borrowing in any Agreed Foreign Currency, or in the case of prepayment of a Eurocurrency Rate Borrowing in Dollars by any Foreign Subsidiary, not later than 1:00 p.m., London time, three Business Days before the date of prepayment.

Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.05, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of a Revolving Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11.

SECTION 2.10. Fees .

(a) Commitment Fee . The Company agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable in arrears on each Quarterly Date and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Notwithstanding anything herein to the contrary, Competitive Loans shall, for purposes of the calculation of commitment fees hereunder only, not be deemed to be a utilization of the Commitments.

(b) Administrative Agent Fees . The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and the Currency and at the times separately agreed upon between the Company and the Administrative Agent.

(c) Payment of Fees . All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise provided in this Section) and immediately available funds, to the Administrative Agent for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

SECTION 2.11. Interest .

(a) Dollar Revolving Loans . The Loans comprising each Revolving Borrowing in Dollars shall bear interest at a rate per annum equal to:

(i) in the case of each ABR Borrowing, the Alternate Base Rate plus the Applicable Rate; and

(ii) in the case of each Eurocurrency Borrowing in Dollars, the Eurocurrency Rate for Dollars for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(b) Foreign Currency Revolving Loans . The Loans comprising each Eurocurrency Revolving Borrowing in any Agreed Foreign Currency shall bear interest at a rate per annum equal to:

(i) in the case of a Eurocurrency Rate Loan in any Agreed Foreign Currency, the Eurocurrency Rate for such Agreed Foreign Currency for the Interest Period in effect for such Loan plus the Applicable Rate; and

(ii) in the case of a Euro Reference Rate Loan, the Euro Reference Rate for each day for such Loan plus the Applicable Rate.

(c) Competitive Loans . The Loans comprising each Competitive Borrowing shall bear interest at a rate per annum equal to (i) in the case of a Eurodollar Loan, the Eurocurrency Rate for Dollars for the Interest Period in effect for such Borrowing plus (or minus , as applicable) the Competitive Bid Margin applicable to such Loan and (ii) in the case of a Fixed Rate Loan, the Fixed Rate applicable to such Loan.

(d) Default Interest . Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration, by mandatory prepayment or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.00% plus (x) in the case of amounts payable in Dollars, the rate applicable to ABR Loans as provided in paragraph (a)(i) of this Section and (y) otherwise, the rate which would have been payable if the overdue amount had, during the period of nonpayment, constituted a Loan in the relevant Agreed Foreign Currency of the overdue amount with an Interest Period reasonably selected by the Administrative Agent.

(e) Payment of Interest . Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of a Revolving ABR Loan prior to the end of the Availability

Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Revolving Eurocurrency Loan prior to the end of the Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(f) Computation . All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate and interest on all Loans denominated in Pounds Sterling shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Eurocurrency Rate or Euro Reference Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.12. Alternate Rate of Interest . If prior to the commencement of any Interest Period for any Eurocurrency Borrowing (the Currency of such Borrowing herein called the “ Affected Currency ”):

(a) the Administrative Agent determi