CREDIT AGREEMENT

Exhibit 10.1

EXECUTION VERSION

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     CREDIT AGREEMENT dated as of January 5, 2007, between NYSE EURONEXT, INC., NYSE GROUP, INC., the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and (for the sole purposes of Sections 2.03, 2.04, 2.06(b), 4.03, 7.02 and 9.01) the PRESENTING BANKS party hereto.

     The Borrower (as hereinafter defined) has requested that the Lenders (as so defined) make loans to it in an aggregate principal amount not exceeding €2,500,000,000 at any one time outstanding. The Lenders are prepared to make such loans upon the terms and conditions hereof, and, accordingly, the parties hereto agree as follows:

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

     " Administrative Agent " means JPMCB, 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 Borrower and the Lenders.

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

     " Affected Currency " is defined in Section 2.11.

     " 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.

     " AMF " means the French Financial Markets Authority (Autorité des marchés financiers) .

     " Applicable Facility Fee Rate " means 0.02% per annum.

     " Applicable Margin " means 0.13% per annum.

     " Applicable Percentage " means, with respect to any Lender, the percentage of the aggregate Commitments represented by such Lender’s Commitment. 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.

     " 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.

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

     " Borrower " means NYSE Euronext, which, as of the Effective Date, is a wholly owned Subsidiary of NYSE Group and, from and after the consummation of the Merger, will be the ultimate parent company of NYSE Group and Euronext. Upon consummation of the Merger, the Borrower will change its name to NYSE Euronext.

     " Borrowing " means all Eurocurrency Loans denominated in the same Currency that have the same Interest Period.

     " Borrowing Request " means a request for a Borrowing (i) by the Borrower in accordance with Section 2.03(a) or (ii) by a Presenting Bank on behalf of the Offeror in accordance with Section 2.03(b) .

     " Business Day " means any day (a) that is not a Saturday, Sunday or other day on which commercial banks in New York, New York and London, England 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 of, or the Interest Period for, a Eurocurrency Borrowing in Dollars, or to a notice by the Borrower with respect to any such borrowing, payment, prepayment, continuation, or Interest Period, that is also a day on which dealings in Dollar deposits are carried out in the London interbank market and (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 Euros, or to a notice by the Borrower with respect to any such borrowing, continuation, payment, prepayment or Interest Period, 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.

     " Certain Funds Period " means the period commencing on the Effective Date and ending on the date of the Borrowing to be made with respect to any Required Acquisition Payment due following the subsequent offering period of the Offer.

     " 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 2.12(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, prior to the Merger, NYSE Group or, from and after the Merger, the Borrower; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of, prior to the Merger, NYSE Group or, from and after the Merger, the Borrower by Persons who were neither (i) nominated by, or whose election was approved by, the board of directors of, prior to the Merger, NYSE Group or, from and after the Merger, the Borrower nor (ii) appointed by directors so nominated or elected; it being understood that the consummation of the Combination (or any part thereof) shall not be deemed to be a Change of Control.

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

     " Combination " means the combination of the businesses of NYSE Group and Euronext, and the related transactions (including the Offer and Merger).

     " Combination Agreement " means the Amended and Restated Combination Agreement dated as of November 24, 2006 by and among NYSE Group, Euronext, the Borrower and Jefferson Merger Sub, Inc., as amended, modified or supplemented from time to time.

     " Commitment " means, with respect to each Lender, the commitment of such Lender to make Loans, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.06 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 pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’ Commitments is €2,500,000,000.

     " Commitment Termination Date " means January 4, 2008.

     " 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 NYSE Group (prior to the Merger) or the Borrower (from and after the Merger) 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 Euros or Dollars, as applicable.

     " 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 Request Date " has the meaning assigned to such term in Section 2.03(b)(i) .

     " Designated Account " means a custodial account in the name of Euronext Paris S.A., in its capacity as centralization agent of the Offer, held at Banque de France, for the sole purpose of making the Required Acquisition Payment, in connection with the final settlement of the initial tender period of the Offer or the settlement of any subsequent offering period of the Offer, as applicable, or such other account as the Borrower and the Presenting Banks acting jointly shall notify the Administrative Agent (the account details of such account to be provided in writing by the Borrower to the Administrative Agent).

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

     " Effective Date " means the date (which shall be a Business Day not later February 1, 2007) on which the conditions specified in Sections 4.01 and 4.02 are satisfied (or waived in accordance with Section 9.02), as set forth in the Effective Date Notice.

     " Effective Date Notice " means a notice in writing sent by the Administrative Agent in connection with, and in accordance with, Section 4.03 as to the occurrence of the Effective Date.

     " 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 Borrower (or, prior to the Merger, NYSE Group), 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 Borrower 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 Borrower 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 Borrower 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 Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower 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.

     " EURIBO Rate " means with respect to any Eurocurrency Loan denominated in Euros for any Interest Period, the rate per annum equal to the Banking Federation of the European Union EURIBO Rate (BFEU EURIBOR"), as published on the Reuters "EURIBOR01" screen displaying EURIBO Rates (or other commercially available source providing quotations of BFEU EURIBOR designated by the Administrative Agent from time to time) at approximately 10:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in Euro for a period equal to such Interest Period; provided that if the applicable screen shall no longer exist, "EURIBO Rate" shall mean an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the rate at which deposits in Euros approximately equal in principal amount to such Borrowing, and for a maturity comparable to such Interest Period are offered to the principal London office of the Administrative Agent in immediately available funds in the European interbank market at approximately 10:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided , further , that "EURIBO Rate" for any Interest Period shall be adjusted, if applicable, as reasonably determined by the Administrative Agent in accordance with Exhibit A to reflect the MCR Cost.

     " Euro " means the single currency of Participating Member States of the European Union.

     " Euro Equivalent " means, with respect to any Borrowing in Dollars, the amount of Euros that would be required to purchase the amount of Dollars 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 2.08(b) or redenomination under the last sentence of Section 2.15(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 Dollars for Euros in the London foreign exchange market at approximately 11:00 a.m., London time, for delivery two Business Days later.

     " Euro Reference Rate " means, with respect to any Eurocurrency Loan denominated in Euros, for any day, the rate per annum which is the average of the rates quoted at approximately 10:00 a.m., London time, to leading banks in the European interbank market by the Reference Banks for the offering of overnight deposits in Euro.

     " Euro Reference Rate Loan " means any Loan bearing interest at the Euro Reference Rate.

     " Eurocurrency ", when used in reference to any Loan or Borrowing, refers to Loans, or the Loans comprising such Borrowing, bearing interest at a rate determined by reference to the EURIBO Rate, the LIBO Rate or the Euro Reference Rate, as applicable.

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

     " Event of Default " has the meaning assigned to such term in Section 7.01.

     " 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 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 and (c) in the case of a Non-U.S. Lender (other than an assignee pursuant to a request by the Borrower under Section 2.16(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 2.14(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 Borrower with respect to such withholding tax pursuant to Section 2.14(a) .

     " Financial Officer " means the chief executive officer, chief financial officer, principal accounting officer, treasurer or controller of the Borrower or NYSE Group, as applicable.

     " French Trading Day " means a trading day ( jour de bourse ) where trading is opened on Euronext Paris S.A.

     " 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 (a) prior to the consummation of the Merger, NYSE Group and its Subsidiaries and (b) from and after the consummation of the Merger, the Borrower 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 assigned to such term in Section 10.01.

     " Guarantor " has the meaning assigned to such term 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 (a) the audited consolidated balance sheet of NYSE Group and its Subsidiaries as of and for the fiscal year ended December 31, 2005 and the related consolidated statements of income, stockholders’ equity and cash flows of the NYSE Group and its Subsidiaries for the fiscal year ended on said date, reported on by PricewaterhouseCoopers LLP, independent public accountants; and (b) the unaudited consolidated balance sheets of NYSE Group and its Subsidiaries as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2006 and the related unaudited consolidated statements of income, stockholders’ equity and cash flows of NYSE Group and its Subsidiaries for the nine month period ended on such date.

     " 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.

     " Interest Election Request " means a request by the Borrower to continue a Borrowing in accordance with Section 2.05.

     " Interest Payment Date " means, with respect to any Eurocurrency Loan (other than any Euro Reference Rate Loan), the last day of each Interest Period therefor and, in the case of any Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at three month intervals after the first day of such Interest Period.

     " Interest Period " means, with respect to any Eurocurrency Loan (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 Eurocurrency Loan (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; 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 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 (other than an Interest Period 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 thereafter shall be the effective date of the most recent continuation of such Loan, and the date of a Borrowing comprising Loans that have been continued shall be the effective date of the most recent continuation of such Loans.

     " JPMCB " means JPMorgan Chase Bank, N.A.

     " Lenders " means the Persons listed on Schedule 1.01(a) and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

     " LIBO Rate " means, with respect to any Eurocurrency Borrowing in Dollars for any Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to Dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for Dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the " LIBO Rate " with respect to such Eurocurrency Borrowing for such Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/16 of 1%) at which deposits in Dollars approximately equal in principal amount to such Borrowing and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. The "LIBO Rate" for any Interest Period shall be adjusted, if applicable, as reasonably determined by the Administrative Agent in accordance with Exhibit A to reflect the MCR Cost.

     " 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.

     " Loans " means the loans made by the Lenders to the Borrower 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.

     " 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 the

Borrower to perform its obligations hereunder and (c) the validity or enforceability of this Agreement or the rights and remedies of the Administrative Agent and the Lenders hereunder.

     " 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.

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

     " Merger " has the meaning assigned to such term in the Combination Agreement.

     " Multiemployer Plan " means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Borrower (or as applicable, prior to the Merger, NYSE Group) or any of its Subsidiaries contributes or is obligated to contribute.

     " 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.

     " NYSE Euronext " means NYSE Euronext, Inc. a Delaware corporation.

     " NYSE Group " means NYSE Group, Inc., a Delaware corporation.

     " Offer " has the meaning assigned to such term in the Combination Agreement and includes, for the avoidance of doubt, any subsequent offering period ( période de réouverture de l’offre ).

     " Offer Final Result Notice " means a notice published by the AMF of the final results of the initial period of the Offer ( avis de résultat définitif) specifying (among other things) whether the final number of Shares that have been tendered into the Offer by holders of Shares and which are to be acquired pursuant to the Offer.

     " Offer Preliminary Result Notice " means a notice published by the AMF of the preliminary results of the initial period of the Offer ( avis de résultat provisoire) specifying (among other things) whether the Offer has been Successful and the preliminary number of Shares that have been tendered into the Offer by holders of Shares and which are to be acquired pursuant to the Offer.

     " Offeror " means NYSE Euronext (Holdings) N.V.

     " 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. 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 Section 7.01(j); 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.

Credit Agreement

     " 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 Borrower 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 Borrower (or as applicable, prior to the Merger, NYSE Group) or any of its Subsidiaries or to which the Borrower (or as applicable, prior to the Merger, NYSE Group) or any of its Subsidiaries is obligated to contribute.

     " Presenting Banks " means the " établissements présentateurs " of the Offer, pursuant to the General Rules of the AMF, namely Citigroup Global Markets Limited, acting through its Paris branch, Société Générale and JPMorgan Chase Bank, N.A., acting through its Paris branch, and a "Presenting Bank" shall mean any one of them.

     " 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.

     " 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 Banks " shall be three Lenders designated from time to time by the Administrative Agent in consultation with the Borrower. The initial Reference Banks are JPMorgan Chase Bank, N.A., Citibank, N.A., and Société Générale.

     " 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.

     " Requesting Presenting Bank " has the meaning set forth in Section 2.03(b)(i) .

     " Required Acquisition Payment " means a payment of the amount of cash consideration (determined by reference to the cash consideration payable per Share under the Offer in respect of accepted Shares) required to be paid by or on behalf of the Offeror pursuant to the Offer on any Settlement Date.

     " 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.

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

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

     " Settlement Date " means a date on which a Required Acquisition Payment is required to be made under applicable law, including the settlement date of the initial tender period of the Offer and the settlement date of any subsequent offering period of the Offer.

     " Shares " means ordinary shares of Euronext N.V.

     " 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.

     " Subsequent Offer Result Notice " means a notice published by the AMF of the final results of the subsequent offering period of the Offer ( période de réouverture de l’offre) specifying (among other things) the number of Shares that have been tendered into the subsequent offering period Offer by holders of Shares and which are to be acquired pursuant to the Offer.

     " 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 Borrower (or, as applicable, prior to the Merger, NYSE Group).

     " Successful " means, in connection with the Offer, that the AMF declares that the Offer has a "suite positive" in accordance with Article 232-3, 2 ^nd paragraph, 1 ^st sentence, of the General Rules of the AMF.

     " 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.

     " Transactions " means the execution and delivery by the Borrower and NYSE Group of this Agreement, the performance of their obligations and the borrowing of Loans hereunder.

      " 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 the EURIBO Rate, the LIBO Rate or the Euro Reference Rate.

     " 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 and Borrowings may be classified and referred to by Type and/or 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 Borrower notifies the Administrative Agent that the Borrower 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 Borrower 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 . 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 2.08(b) and the last sentence of Section 2.15(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 Dollars shall be deemed to be the Euro Equivalent of the amount of Dollars 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").

     SECTION 2.01. The Commitments . Subject to the terms and conditions set forth herein, each Lender agrees to make Loans in Euros or Dollars to the Borrower 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 aggregate Revolving Credit Exposures exceeding the aggregate Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans.

     SECTION 2.02. Loans and Borrowings .

     (a)      Obligations of Lenders . Each Loan shall be made as part of a Borrowing consisting of Loans of the same Currency and Type made by the Lenders ratably in accordance with their respective Commitments. 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 of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

     (b)      Type of Loans . Subject to Section 2.11, each Borrowing shall be constituted entirely of Eurocurrency Loans denominated in a single Currency as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurocurrency Loan 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 Borrower to repay such Loan in accordance with the terms of this Agreement.

Credit Agreement

     (c)      Minimum Amounts . Each Borrowing in Euros shall be in an amount at least equal to €1,000,000 and each Borrowing in Dollars shall be in an amount at least equal to $1,000,000; provided that no minimum amount requirement will apply to any Borrowing made in connection with any Required Acquisition Payment due following the subsequent offering period of the Offer.

     (d)      Limitation on Number of Borrowings . Borrowings of more than one 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 Borrowings outstanding.

     (e)      Limitations on Interest Periods . Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request (or to elect to continue as a Eurocurrency Borrowing) any Borrowing if the Interest Period requested therefor would end after the Commitment Termination Date.

     SECTION 2.03. Requests for Borrowings .

     (a)      Notice by Borrower . To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (i) in the case of a Eurocurrency Borrowing in Dollars, 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), (ii) in the case of a Eurocurrency Borrowing in Euros bearing interest at the EURIBO Rate, not later than 1:00 p.m., London time, three Business Days before the date of the proposed Borrowing (or such shorter period as the Administrative Agent may agree) or (iii) in the case of a Eurocurrency Borrowing in Euros bearing interest at the Euro Reference Rate, not later than 4:00 p.m., London time, one Business Day before the date of the proposed Borrowing. Notwithstanding anything herein to the contrary, any Borrowing Request made by the Borrower during the Certain Funds Period shall only be valid if and to the extent that the proposed Borrowing shall be made to the Designated Account.

     (b)      Request by Presenting Bank .

     (i)      If and to the extent the Offeror has not paid (or caused to be paid) to the Designated Account an amount of any Required Acquisition Payment by 5:00 p.m., Paris time, on the day that is one French Trading Day following the Offer Final Result Notice or the Subsequent Offer Result Notice, as applicable (the " Defaulting Request Date "), Société Générale, which shall be deemed to act on its behalf and on behalf of the other Presenting Banks for the purpose of this Section (the " Requesting Presenting Bank ") shall have the right to request a Borrowing, on behalf of the Borrower, in a maximum amount equal to the amount of any Required Acquisition Payment to be made by or on behalf of the Offeror on the corresponding Settlement Date, in order to provide for a Required Acquisition Payment to be made on any such corresponding Settlement Date; provided , however , that the Requesting Presenting Bank shall (y) prior to the making of any such Borrowing Request, notify the Borrower of its intent to do so pursuant to this paragraph (b)(i) and (z) comply with any instruction, if any, given, within one calendar day, by the Borrower regarding the items to be set forth in the Borrowing Request pursuant to Section 2.03(c) with respect to (1) the Currency of the requested Borrowing and (2)

in the case of a Eurocurrency Borrowing (other than for any Euro Rate Reference Loan), the Interest Period therefor (which shall be a period contemplated by the definition of the term "Interest Period" and permitted under Section 2.02(e)) .

     (ii)      To enable the Offeror to pay the cash consideration payable by the Offeror in respect of the Shares pursuant to the Offer, the Borrower hereby irrevocably authorizes and instructs the Administrative Agent and the Lenders to comply with any Borrowing Request from the Requesting Presenting Bank certifying that such Borrowing Request is made pursuant to and in accordance with Section 2.03(b)(i) (and the Borrower agrees that the Administrative Agent and the Lenders may rely, without further inquiry, upon such certification from the Requesting Presenting Bank).

     (iii)      To request a Borrowing, the Requesting Presenting Bank shall notify the Administrative Agent of such request by telephone (i) in the case of a Eurocurrency Borrowing in Dollars, 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), (ii) in the case of a Eurocurrency Borrowing in Euros at the EURIBO Rate, not later than 1:00 p.m., London time, three Business Days before the date of the proposed Borrowing (or such shorter period as the Administrative Agent may agree) or (iii) in the case of a Eurocurrency Borrowing in Euros at the Euro Reference Rate, not later than 5:00 p.m., Paris time, on the Defaulting Request Date.

     (iv)      Notwithstanding Section 9.04(a), the Borrower assigns to the Requesting Presenting Bank the right to make any Borrowing Request on behalf of the Borrower and the Requesting Presenting Bank shall have the right to make any Borrowing Request subject to and in accordance with this paragraph (b).

     (c)      Content of Borrowing Requests . Each telephonic and written Borrowing Request 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 Eurocurrency Borrowing in Euros, whether such Borrowing will bear interest at the Euro Reference Rate or the EURIBO Rate; 

  (iv)      in the case of a Eurocurrency Borrowing (other than any Euro Reference Rate Loan), the Interest Period therefor, 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 (subject to the last sentence of Section 2.03(a)) . 

     (d)      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 (and, in the case of a Borrowing Request made by the Borrower, the Administrative Agent shall notify the Presenting Banks thereof).

     (e)      Failure to Elect . If no election as to the Currency or Type of a Borrowing is specified, then the requested Borrowing shall be a Eurocurrency Borrowing in Euros at the Euro Reference Rate. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing (other than any Euro Reference Rate Loan), the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

     SECTION 2.04. Funding of Borrowings .

     (a)      Funding by Lenders . Each Lender shall make each Loan to be made by it hereunder (i) with respect to a Borrowing Request pursuant to Section 2.03(b), on the proposed date thereof by wire transfer of immediately available funds by 11:30 a.m., Paris time and (ii) in all other cases on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, Local 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 Borrower by remitting the amounts so received, in like funds, to an account designated by the Borrower (or the Requesting Presenting Bank, as the case may be) in the Borrowing Request (i) with respect to a Borrowing Request pursuant to Section 2.03(b), on the same day by 12:00 noon, Paris time and (ii) in all other cases, on the same day by 2:00 p.m., Local Time.

     (b)      Presumption by Administrative Agent . Unless the Administrative Agent shall have received notice from a Lender prior to 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 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 applicable Lender and the Borrower (or, in the event Section 2.03(b)(i) applies, the applicable Lender and the Presenting Banks) 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 the Borrower (or the Presenting Banks, as applicable) to but excluding the date of payment to the Administrative Agent, calculated at a rate of interest 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 2.05. Interest Elections .

     (a)      Elections by Borrower for Borrowings . The Loans constituting each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing (other than for any Euro Rate Reference Loan), shall have the Interest Period specified in such Borrowing Request. Thereafter, the Borrower may elect to continue such Borrowing as a Borrowing of the same Type and (other than for any Euro Rate

Reference Loan) may elect the Interest Period therefor, all as provided in this Section; provided , however , that (i) a Borrowing denominated in one Currency may not be continued as, or converted into, a Borrowing in a different Currency and (ii) no Eurocurrency Borrowing in Dollars may be continued if, after giving effect thereto, the aggregate Revolving Credit Exposures would exceed the aggregate Commitments. The 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.

     (b)      Notice of Elections . To make an election pursuant to this Section, the 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 the Borrower were requesting a 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 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 clause (iii) below 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; and 

   (iii)     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 the Borrower fails to deliver a timely and complete Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, the 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 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 2.06. Termination and Reduction of Commitments .

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

     (b)      Voluntary Termination or Reduction . The Borrower 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 Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the aggregate Revolving Credit Exposures would exceed the aggregate Commitments. Notwithstanding the preceding sentence, it is expressly agreed that, without the prior written consent of the Presenting Banks, the Borrower shall not prior to the expiration of the Certain Funds Period (x) terminate the Commitments or (y) reduce the amount of the Commitments by more than the amount actually paid by or on behalf of the Offeror in respect of the Offer from sources other than a Borrowing hereunder.

     (c)      Notice of Voluntary Termination or Reduction . The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditional, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

     (d)      Effect of Termination or Reduction . Any termination or reduction of the Commitments shall be permanent.

     SECTION 2.07. Repayment of Loans; Evidence of Debt .

     (a)      Repayment . The Borrower hereby unconditionally promises to pay to the Administrative Agent for account of the Lenders the outstanding principal amount of the Loans on the Commitment Termination Date.

     (b)      Manner of Payment . Prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 1:00 p.m., London time (or, in the case of a Borrowing in Dollars, not later than 1:00 p.m., New York time), three Business Days before the scheduled date of such repayment. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied to the Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first).

Credit Agreement

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

     (d)      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 Type thereof and the Interest Period applicable thereto, (ii) the amount and Currency of any principal or interest due and payable or to become due and payable from the 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.

     (e)      Effect of Entries . The entries made in the records maintained pursuant to paragraph (c) or (d) 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 Borrower to repay the Loans in accordance with the terms of this Agreement.

     (f)      Promissory Notes . Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the 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. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). Any Lender that ceases to be a Lender hereunder shall as promptly as practicable return its notes (if any) to the Borrower after termination of its Commitment and payment to it of all principal and interest owing to it hereunder.

     SECTION 2.08. Prepayment of Loans .

     (a)      Optional Prepayments . The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements of paragraph (c) of this Section.

     (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 aggregate Revolving Credit Exposure of all of the Lenders (including the Euro Equivalent of any portion thereof that is denominated in Dollars). For the purpose of this determination, the outstanding principal amount of any Loan that is denominated in Dollars shall be deemed to be the Euro Equivalent of the amount in Dollars of such Loan, as of the relevant determination date. Upon making such determination, the Administrative Agent shall promptly notify the Lenders and the Borrower thereof. If on the date of such determination the aggregate Revolving Credit Exposures of all of the Lenders exceed the

aggregate Commitments as then in effect, then, if requested by the Required Lenders (through the Administrative Agent), the Borrower shall prepay Loans in such amounts as shall be necessary so that after giving effect thereto the aggregate Revolving Credit Exposure of all of the Lenders do not exceed the aggregate Commitments.

     (c)       Notices, Etc. The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than 1:00 p.m., London time (or in the case of a prepayment of a prepayment of a Eurocurrency Borrowing in Dollars, not later than 1:00 p.m., New York 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 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10 and shall be made in the manner specified in Section 2.07(b) .

     SECTION 2.09. Fees .

     (a)       Facility Fee . The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Facility Fee Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility 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; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility 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).

     (b)      Administrative Agent Fees . The Borrower agrees to