Exhibit

10.1




 




EXECUTION

COPY




 








	

   


  










 




 




U.S. $150,000,000




 




364-DAY CREDIT

AGREEMENT




 




Dated as of August

29, 2002




 




Among




 




THE NASDAQ STOCK

MARKET, INC.




as Borrower




 




THE BANKS NAMED

HEREIN




as Banks




 




SALOMON SMITH

BARNEY INC.




as Sole Lead

Arranger and Sole Book Manager




 




CREDIT LYONNAIS

NEW YORK BRANCH




as Documentation

Agent




 




and




 




CITIBANK, N.A.




as Administrative

Agent




 








	

   


  










 





























 




T

A  B  L  E   O

F   C  O  N  T

E  N  T  S




 




	

  ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS


  
	

   


  	

  SECTION 1.01.  Certain Defined Terms


  
	

   


  	

  SECTION 1.02.  Computation of Time Periods


  
	

   


  	

  SECTION 1.03.  Accounting Terms


  
	

   


  	

   


  
	

  ARTICLE 2 AMOUNTS AND TERMS OF THE ADVANCES


  
	

   


  	

  SECTION 2.01.  The Advances


  
	

   


  	

  SECTION 2.02.  Making the Advances


  
	

   


  	

  SECTION 2.03.  Certain Fees


  
	

   


  	

  SECTION 2.04.  Reduction, Extensions and Increases of the Commitments


  
	

   


  	

  SECTION 2.05.  Repayment


  
	

   


  	

  SECTION 2.06.  Interest


  
	

   


  	

  SECTION 2.07.  Additional Interest on Eurodollar Rate Advances


  
	

   


  	

  SECTION 2.08.  Interest Rate Determinations


  
	

   


  	

  SECTION 2.09.  Voluntary Conversion and Continuation of Advances


  
	

   


  	

  SECTION 2.10.  Prepayments of Advances


  
	

   


  	

  SECTION 2.11.  Increased Costs


  
	

   


  	

  SECTION 2.12.  Illegality


  
	

   


  	

  SECTION 2.13.  Payments and Computations


  
	

   


  	

  SECTION 2.14.  Taxes


  
	

   


  	

  SECTION 2.15.  Set-Off; Sharing of Payments, Etc.


  
	

   


  	

  SECTION 2.16.  Right to Replace a Lender


  
	

   


  	

  SECTION 2.17.  Evidence of Indebtedness


  
	

   


  	

   


  
	

  ARTICLE 3 CONDITIONS OF LENDING


  
	

   


  	

  SECTION 3.01.  Conditions Precedent to Initial Borrowing


  
	

   


  	

  SECTION 3.02.  Conditions Precedent to Each Borrowing


  
	

   


  	

   


  
	

  ARTICLE 4 REPRESENTATIONS AND WARRANTIES


  
	

   


  	

  SECTION 4.01.  Representations and Warranties of the Borrower


  
	

   


  	

   


  
	

  ARTICLE 5 COVENANTS OF THE BORROWER


  
	

   


  	

  SECTION 5.01.  General Covenants


  
	

   


  	

  SECTION 5.02.  Financial Covenants


  
	

   


  	

   


  
	

  ARTICLE 6 EVENTS OF DEFAULT


  
	

   


  	

  SECTION 6.01.  Events of Default


  
	

   


  	

   


  
	

  ARTICLE 7 THE ADMINISTRATIVE AGENT


  
	

   


  	

  SECTION 7.01.  Authorization and Action


  
	

   


  	

  SECTION 7.02.  Administrative Agent’s Reliance, Etc.


  
	

   


  	

  SECTION 7.03.  Citibank and Affiliates


  
	

   


  	

  SECTION 7.04.  Lender Credit Decision


  





 




i





























 




	

   


  	

  SECTION 7.05.  Indemnification


  
	

   


  	

  SECTION 7.06.  Successor Administrative Agent


  
	

   


  	

  SECTION 7.07.  Sole Lead Arranger and Sole Book Manager


  
	

   


  	

   


  
	

  ARTICLE 8 

  MISCELLANEOUS


  
	

   


  	

  SECTION 8.01.  Amendments, Etc.


  
	

   


  	

  SECTION 8.02.  Notices, Etc.


  
	

   


  	

  SECTION 8.03.  No Waiver; Remedies


  
	

   


  	

  SECTION 8.04.  Costs, Expenses and Indemnification


  
	

   


  	

  SECTION 8.05.  Binding Effect


  
	

   


  	

  SECTION 8.06.  Assignments and Participations


  
	

   


  	

  SECTION 8.07.  Governing Law


  
	

   


  	

  SECTION 8.08.  Severability


  
	

   


  	

  SECTION 8.09.  Execution in Counterparts


  
	

   


  	

  SECTION 8.10.  Survival


  
	

   


  	

  SECTION 8.11.  Waiver of Jury Trial


  
	

   


  	

  SECTION 8.12.  Confidentiality


  
	

   


  	

  SECTION 8.13.  Relationship


  





 




ii





























 




	

   


  	

  SCHEDULES


  
	

  Schedule

  I


  	

  - Banks and Commitments


  
	

  Schedule

  II


  	

  - Existing Liens


  
	

   


  	

   


  
	

   


  	

  EXHIBITS


  
	

  Exhibit

  A


  	

  -

  Form of Notice of Borrowing


  
	

  Exhibit

  B


  	

  - Form of Assignment and Acceptance


  
	

  Exhibit

  C


  	

  - Form of Opinion of Counsel of the Borrower


  
	

  Exhibit

  D


  	

  - Form of Opinion of Special New York

  Counsel to the Administrative Agent


  
	

  Exhibit E


  	

  - Form of Compliance Certificate of Borrower


  
	

  Exhibit

  F-1


  	

  - Form of New Lender Supplement


  
	

  Exhibit F-2


  	

  - Form of Commitment Increase Supplement


  





 




iii





























 




CREDIT AGREEMENT dated as

of August 29, 2002 among THE NASDAQ STOCK MARKET, INC., a corporation organized

under the laws of Delaware (the “Borrower”), the banks (each a “Bank”

and, collectively, the “Banks”) listed on the signature pages hereof,

and CITIBANK, N.A., a national banking association, as administrative agent (in

such capacity, the “Administrative Agent”).




 




The Borrower has

requested that the Lenders (as hereinafter defined) make loans to it in an

aggregate principal amount not exceeding $150,000,000 at any one time

outstanding for the general corporate purposes of the Borrower, and the Lenders

are prepared to make such loans upon the terms and conditions hereof.  Accordingly, the parties hereto agree as

follows:




 




ARTICLE 1




DEFINITIONS

AND ACCOUNTING TERMS




 




SECTION 1.01.  Certain Defined Terms.  As used in this Agreement, the following

terms shall have the following meanings (such meanings to be equally applicable

to both the singular and plural forms of the terms defined):




 




“Additional

Commitment Lender” has the meaning specified in Section 2.04(b)(iv).




 




“Administrative

Agent” has the meaning specified in the introduction hereto.




 




“Administrative

Questionnaire” means an administrative questionnaire in a form supplied by

the Administrative Agent.




 




“Advance”

means an advance by a Lender to the Borrower as part of a Borrowing and refers

to a Base Rate Advance or a Eurodollar Rate Advance.




 




“Affected

Person” has the meaning specified in Section 2.16.




 




“Affiliate”

means, as to any Person, any other Person that, directly or indirectly,

controls, is controlled by or is under common control with such Person.




 




“Applicable

Lending Office” means, with respect to any Lender, such Lender’s Domestic

Lending Office in the case of a Base Rate Advance and such Lender’s Eurodollar

Lending Office in the case of a Eurodollar Rate Advance.




 




“Applicable

Facility Fee Rate” means 0.09% per annum.




 




“Applicable

Margin” means:




 




(a)                                  for

any Advance that is a Base Rate Advance, 0.000% per annum; and




 




(b)                                 for

any Advance that is a Eurodollar Rate Advance, 0.36% per annum.




 




364-Day Credit Agreement




 





























 




“Applicable

Utilization Fee Rate” means 0.10% per annum.




 




“Arranger”

means Salomon Smith Barney Inc., in its capacity as sole lead arranger and sole

book manager.




 




“Assignment and

Acceptance” means an assignment and acceptance entered into by a Lender and

an Eligible Assignee, and accepted by the Administrative Agent, in

substantially the form of Exhibit B hereto.




 




“Bank” has

the meaning specified in the introduction hereto.




 




“Base Rate”

means a fluctuating interest rate per annum in effect from time to time, which

rate per annum shall at all times be equal to the higher of:  (a) the rate of interest announced publicly

by Citibank in New York, New York from time to time as Citibank’s base rate;

and (b) 1⁄2 of one percent per annum above the Federal Funds Rate.




 




“Base Rate

Advance” means an Advance which bears interest at rates based upon the Base

Rate.




 




“Borrower”

has the meaning specified in the introduction hereto.




 




“Borrowing”

means a borrowing consisting of simultaneous Advances of the same Type made by

each of the Lenders pursuant to Section 2.01.




 




“Business Day”

means a day of the year on which banks are not required or authorized to close

in New York City and, if the applicable Business Day relates to any Eurodollar

Rate Advance, on which dealings are carried on in the London interbank market.




 




“Capitalized Lease”

of a Person means any lease of Property by such Person as lessee which would be

capitalized on a balance sheet of such Person prepared in accordance with GAAP.




 




“Capitalized Lease

Obligations” of a Person means the amount of the obligations of such Person

under Capitalized Leases which would be shown as a liability on a balance sheet

of such Person prepared in accordance with GAAP.




 




“Change

in Control” means any of the following events:




 




(a)                                  the

Borrower is merged, consolidated or reorganized into or with another

corporation or other Person, and as a result of such merger, consolidation or

reorganization less than a majority of the combined voting power of the then

outstanding Voting Shares of the corporation or other Person that is the

survivor or parent of the survivor of such merger, consolidation or

reorganization immediately after such transaction is held in the aggregate by

the holders of Voting Shares of the Borrower immediately prior to such

transaction; or




 




2





























 




(b)                                 the

Borrower sells all or substantially all of its assets to any other corporation

or other Person, and less than a majority of the combined voting power of the

then outstanding Voting Shares of such corporation or other Person immediately

after such transaction is held in the aggregate by the holders of Voting Shares

of the Borrower immediately prior to such sale; or




 




(c)                                  any

“person” or “group”, as such terms are used for purposes of Sections 13(d) and

14(d) of the Exchange Act (other than (i) the NASD or (ii) the Borrower), is or

becomes the “beneficial owner” (as such term is used in Rule 13d-3 promulgated

pursuant to the Exchange Act), directly or indirectly, of more than 50% of the

aggregate voting power of all Voting Shares of the Borrower; or




 




(d)                                 during

any period of 13 consecutive calendar months, a majority of the Board of

Directors of the Borrower shall no longer be composed of individuals (i) who

were members of said Board on the first day of such period, (ii) whose

election or nomination to said Board was approved by individuals referred to in

clause (i) above constituting at the time of such election or nomination at

least a majority of said Board or (iii) whose election or nomination to said

Board was approved by individuals referred to in clauses (i) and (ii) above

constituting at the time of such election or nomination at least a majority of

said Board;




 




provided,

that the occurrence of the Restructuring shall not be deemed to be a Change in

Control.




 




“Citibank”

means Citibank, N.A., a national banking association.




 




“Code”

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




 




“Commitment”

has the meaning specified in Section 2.01(a).




 




“Commitment

Increase Offer” has the meaning specified in Section 2.04(c)(i).




 




“Commitment

Increase Supplement” has the meaning specified in Section 2.04(c)(iii).




 




“Commitment

Percentage” means, as to any Lender at any time, the percentage which such

Lender’s Commitment then constitutes of the aggregate Commitments (or, at any

time after the Commitments shall have expired or terminated, the percentage

which the aggregate principal amount of such Lender’s Advances then outstanding

constitutes of the aggregate principal amount of the Advances then

outstanding).




 




“Commitment

Termination Date” means August 28, 2003 or, in the case of any Lender whose

Commitment is extended pursuant to Section 2.04(b), the date to which such

Commitment is extended; provided in each case that if any such date is

not a Business Day, the relevant Commitment Termination Date of such Lender

shall be the immediately preceding Business Day.  When the term “Commitment Termination Date” is used herein

without reference to any particular Lender, such term shall, in such




 




3





























 




instance, be deemed to be a reference to the latest

Commitment Termination Date of any of the Lenders then in effect hereunder.




 




“Consolidated”

refers to the consolidation of accounts of the Borrower and its Subsidiaries in

accordance with GAAP.




 




“Consolidated

Capitalization” means, as of the date of determination thereof, the total

stockholder’s equity for the Borrower and its Consolidated Subsidiaries (on a

consolidated basis) as the same would appear on a consolidated balance sheet

of  the Borrower and its Consolidated

Subsidiaries prepared as of such date in accordance with GAAP, including

Consolidated Total Long-Term Indebtedness and preferred stock of the Borrower

and its Consolidated Subsidiaries, but excluding any stock, common or

preferred, not both issued and outstanding.




 




“Consolidated EBIT”

means, for any period, the sum (without duplication in accordance with GAAP),

for the Borrower and its Consolidated Subsidiaries (on a consolidated basis),

of (a) net income for such period plus (b) to the extent deducted in

determining net income for such period, the sum of (i) Consolidated Interest

Expense for such period and (ii) Taxes for such period.




 




“Consolidated Interest

Expense” means, with respect to any Person for any period, the aggregate

amount of interest accruing during such period on Indebtedness of such Person

and its Consolidated Subsidiaries on a consolidated basis, determined in

accordance with GAAP, including the interest portion of payments under Capitalized

Lease Obligations and any capitalized interest and amortization of debt

discount and expense.




 




“Consolidated Net Income” means, at any time,

for the Borrower and its Consolidated Subsidiaries on a consolidated basis, the

aggregate of the net income (or loss) for such period determined without

duplication in accordance with GAAP.




 




“Consolidated

Tangible Net Worth” means, at any time, for the Borrower and its

Consolidated Subsidiaries on a consolidated basis, consolidated stockholders’

equity less the book value of goodwill, patents, trademarks, service marks,

trade names, copyrights, charters, franchises, certificates, permits and

licenses and any other intangible assets, all determined in accordance with

GAAP.




 




“Consolidated

Total Long-Term Indebtedness” means, at any time, for the Borrower and its

Consolidated Subsidiaries on a consolidated basis, the aggregate outstanding

principal amount of Indebtedness maturing one year or more after the date

incurred or incurred under a revolving credit or similar facility having a

duration of more than one year or renewable or extendible at the option of the

Borrower for more than one year.




 




“Continuation”,

“Continue” and “Continued” each refers to a continuation of

Eurodollar Rate Advances from one Interest Period to the next Interest Period

pursuant to Section 2.09(b).




 




4





























 




“Controlled Group”

means all members of a controlled group of corporations and all trades or

businesses (whether or not incorporated) under common control which, together

with the Borrower or any of its Subsidiaries, are treated as a single employer

under Section 414 of the Code.




 




“Convert”,

“Conversion” and “Converted” each refers to a conversion of

Advances of one Type into Advances of the other Type pursuant to Section 2.08

or Section 2.09(a).




 




“Declined

Amount” has the meaning specified in Section 2.04(c)(i).




 




“Declining

Lender” has the meaning specified in Section 2.04(c)(i).




 




“Default”

means an event that, with notice or lapse of time or both, would become an

Event of Default.




 




“Domestic

Lending Office” means, with respect to any Lender, the office of such

Lender specified as its “Domestic Lending Office” in the Administrative

Questionnaire of such Bank or in the Assignment and Acceptance pursuant to

which it became a Lender, or such other office of such Lender as such Lender

may from time to time specify to the Borrower and the Administrative Agent.




 




“Effective Date”

means the earliest date as of which the conditions precedent to effectiveness

set forth in Section 3.01 shall have been satisfied or waived.




 




“Eligible Assignee”

means:




 




(a)                                  a

Lender and any Affiliate of such Lender;




 




(b)                                 a

commercial bank organized under the laws of the United States, or any State

thereof, and having total assets in excess of $1,000,000,000;




 




(c)                                  a

savings bank organized under the laws of the United States, or any State

thereof, and having total assets in excess of $500,000,000;




 




(d)                                 a

commercial bank organized under the laws of any other country which is a member

of the OECD or a political subdivision of any such country, and having total

assets in excess of $1,000,000,000; and




 




(e)                                  a

finance company or other financial institution or fund which is engaged in

making, purchasing or otherwise investing in commercial loans in the ordinary

course of its business, and having total assets in excess of $500,000,000.




 




“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended from time

to time, and the regulations promulgated and rulings issued thereunder.




 




5





























 




“Eurocurrency

Liabilities” has the meaning assigned to that term in Regulation D of the

Board of Governors of the Federal Reserve System, as in effect from time to

time.




 




“Eurodollar

Lending Office” means, with respect to any Lender, the office of such

Lender specified as its “Eurodollar Lending Office” in the Administrative

Questionnaire of such Lender or in the Assignment and Acceptance pursuant to

which it became a Lender (or, if no such office is specified, its Domestic

Lending Office), or such other office of such Lender as such Lender may from

time to time specify to the Borrower and the Administrative Agent.




 




“Eurodollar

Rate” means, with respect to any Eurodollar Rate Advance for any Interest

Period:




 




(a)           the

offered rate for deposits in U.S. dollars with a maturity comparable to such

Interest Period appearing on Telerate Page 3750 as of approximately 11:00 a.m.

(London time), on the date two Business Days prior to the commencement of such

Interest Period;




 




(b)           if

such rate does not appear on Telerate Page 3750, the offered rate for deposits

in U.S. dollars with a maturity comparable to such Interest Period appearing on

the display designated on Reuter Page LIBO as of approximately 11:00 a.m.

(London time) on the date two Business Days prior to the commencement of such

Interest Period; and




 




(c)           in

the event that neither rate referred to in clauses (a) or (b) is available at

such time for any reason, then the “Eurodollar Rate” with respect to such

Interest Period for such Eurodollar Rate Advance shall be the rate per annum

equal to the average of the rate per annum at which deposits in U.S. dollars

are offered by the principal office of each of the Reference Banks in London,

England to leading banks in the London interbank market at 11:00 a.m.

(London time) on the Determination Date in an amount substantially equal to

such Reference Bank’s Eurodollar Rate Advance comprising part of the related

Borrowing and for a period equal to such Interest Period.




 




“Eurodollar

Rate Advance” means an Advance which bears interest at rates based upon the

Eurodollar Rate.




 




“Eurodollar

Rate Reserve Percentage” of any Lender for any Interest Period for any

Eurodollar Rate Advance means the reserve percentage applicable during such

Interest Period (or if more than one such percentage shall be so applicable,

the daily average of such percentages for those days in such Interest Period

during which any such percentage shall be so applicable) under regulations

issued from time to time by the Board of Governors of the Federal Reserve

System (or any successor) for determining the maximum reserve requirement

(including, without limitation, any emergency, supplemental or other marginal

reserve requirement) for such Lender with respect to liabilities or assets

consisting of or including Eurocurrency Liabilities having a term equal to such

Interest Period.




 




“Events of

Default” has the meaning specified in Section 6.01.




 




6





























 




“Exchange Act”

means the Securities Exchange Act of 1934, as amended from time to time.




 




“Excluded

Representations” means the representations and warranties set forth in

clause (iii) of Section 4.01(e) and in Section 4.01(f).




 




“Existing

Commitment Termination Date” has the meaning specified in Section

2.04(b)(i).




 




“Facility Fee”

has the meaning specified in Section 2.03(a).




 




“Federal Funds

Rate” means, for any period, a fluctuating interest rate per annum equal

for each day during such period to the weighted average of the rates on

overnight Federal funds transactions with members of the Federal Reserve System

arranged by Federal funds brokers, as published for such day (or, if such day

is not a Business Day, for the next preceding Business Day) by the Federal

Reserve Bank of New York, or, if such rate is not so published for any day

which is a Business Day, the average of the quotations for such day on such

transactions received by the Administrative Agent from three Federal funds

brokers of recognized standing selected by it.




 




“GAAP”

means generally accepted accounting principles in the United States of America

as in effect from time to time.




 




“Governmental

Authority” means the federal government, any state or other political

subdivision thereof and any entity exercising executive, legislative, judicial,

regulatory or administrative functions of or pertaining to government

including, without limitation, the SEC.




 




“Guarantee” by any

Person means, without duplication, any obligation, contingent or otherwise, of

such Person directly or indirectly guaranteeing any Indebtedness of any other

Person and, without limiting the generality of the foregoing, any obligation,

direct or indirect, contingent or otherwise, of such Person (i) to purchase or

pay (or advance or supply funds for the purchase or payment of) such

Indebtedness (whether arising by virtue of partnership arrangements, by

agreement to keep–well, to purchase assets, goods, securities or

services, to take–or–pay, or to maintain financial statement

conditions or otherwise, other than agreements to purchase goods at an arm’s

length price in the ordinary course of business) or (ii) entered into for the

purpose of assuring in any other manner the holder of such Indebtedness of the

payment thereof or to protect such holder against loss in respect thereof (in

whole or in part); provided, that the term Guarantee shall not include

endorsements for collection or deposit in the ordinary course of business.  The term “Guarantee” used as a verb

has a corresponding meaning.




 




“Hedging Agreement”

means any rate, basis, commodity, currency, debt or equity swap, any cap,

collar or floor agreement, or any similar agreement entered into for the

purpose of hedging risk.




 




“Indebtedness” of

any Person means, without duplication, (a) indebtedness of such Person for

borrowed money, (b) obligations of such Person evidenced by bonds,




 




7





























 




debentures, notes or other similar instruments, (c)

obligations of such Person to pay the deferred purchase price of Property or

services (excluding, however, trade accounts payable arising in the ordinary

course of business and not overdue), (d) Capitalized Lease Obligations of

such Person, (e) Indebtedness of others Guaranteed by such Person, (f)

Indebtedness of others secured by a Lien on the Property of such Person, (g)

all obligations of such Person to redeem, retire, defease or otherwise make any

payment in respect of shares of capital stock of such Person, (h) all

obligations, contingent or otherwise, of such Person in respect of letters of

credit or acceptances (other than commercial letters of credit in respect of

trade accounts payable and not overdue) and (i) the net liability of such

Person under Hedging Agreements.




 




“Initial Threshold”

means, at any time, the sum of (i) $175,000,000 plus (ii) an amount

equal to 50% of Consolidated Net Income (if positive) for each fiscal quarter

of the Borrower commencing with the fiscal quarter ending September 30, 2002

plus (iii) an amount equal to 75% of net proceeds of any public equity offering

by the Borrower or any Subsidiary after the date hereof.




 




“Interest

Period” means, with respect to any Eurodollar Rate Advance, the period

beginning on the date such Eurodollar Rate Advance is made or Continued, or

Converted from a Base Rate Advance, and ending on the last day of the period

selected by the Borrower pursuant to the provisions below.  The duration of each Interest Period shall

be one, two, three or six months, as the Borrower may, upon notice received by

the Administrative Agent not later than 12:00 p.m. (New York City time) on

the third Business Day prior to the first day of such Interest Period, select; provided

that:




 




(i)                                     the

Borrower may not select any Interest Period that ends after the Commitment

Termination Date;




 




(ii)                                  each

Interest Period that begins on the last Business Day of a calendar month (or on

any day for which there is no numerically corresponding day in the appropriate

subsequent calendar month) shall end on the last Business Day of the

appropriate subsequent calendar month; and




 




(iii)                               whenever

the last day of any Interest Period would otherwise occur on a day other than a

Business Day, the last day of such Interest Period shall be extended to occur

on the next succeeding Business Day, provided that, if such extension

would cause the last day of such Interest Period to occur in the next following

calendar month, the last day of such Interest Period shall occur on the next

preceding Business Day.




 




“Lenders”

means the Banks listed on the signature pages hereof and each Person that shall

become a party hereto pursuant to Sections 2.04(c) and 8.06(a), (b) and (c).




 




“Lien”

means any lien, security interest or other charge or encumbrance of any kind,

or any other type of preferential arrangement having substantially the same

effect as a lien, including, without limitation, the lien or retained security

title of a conditional vendor.




 




8





























 




“Majority

Lenders” means, at any time, Lenders whose Commitment Percentages in the

aggregate exceed 50% or, if the Commitments have terminated, Lenders having, in

the aggregate, Advances in an aggregate principal amount exceeding 50% of the

aggregate outstanding principal amount of all Advances.




 




“Margin Stock”

means margin stock within the meaning of Regulation U.




 




“Material

Adverse Effect” means a material adverse effect on (i) the business,

condition (financial or otherwise), results of operations or prospects of the

Borrower and its Subsidiaries, taken as a whole, (ii) the legality,

validity or enforceability of this Agreement or (iii) the ability of the

Borrower to pay and perform its obligations hereunder.




 




“Material

Indebtedness” has the meaning specified in Section 6.01(d).




 




“Moody’s” means

Moody’s Investors Service, Inc. and its successors.




 




“Moody’s Rating”

means, at any time, the rating of the Borrower’s unsecured, unguaranteed senior

long-term debt obligations then outstanding most recently announced by Moody’s.




 




“Multiemployer Plan”

means as defined in Section 414(f) of the Code.




 




“Multiple Employer

Plan” means a Plan subject to Title IV of ERISA maintained by one or more

employers, other than a Multiemployer Plan.




 




“NASD” means the

National Association of Securities Dealers, Inc.




 




“New Lender” has

the meaning specified in Section 2.04(c)(ii).




 




“New Lender Supplement”

has the meaning specified in Section 2.04(c)(ii).




 




“Non-Extending Lender”

has the meaning specified in Section 2.04(b)(ii).




 




“Notice of

Borrowing” has the meaning specified in Section 2.02(a)(ii).




 




“Notice Date”

has the meaning specified in Section 2.04(b)(ii).




 




“OECD”

means the Organization for Economic Cooperation and Development.




 




“Other Taxes”

has the meaning specified in Section 2.14(b).




 




“PBGC”

means the Pension Benefit Guaranty Corporation or any successor.




 




“Permitted

Liens” means any of the following:




 




(a)                                  Liens

securing the performance of, or payment in respect of, leases, contracts (other

than for the repayment of borrowed money), surety and




 




9





























 




appeal bonds and other

obligations of a similar nature incurred in the ordinary course of business;




 




(b)                                 any

interest or title of a lessor or sublessor and any restriction or encumbrance

to which the interest or title of such lessor or sublessor may be subject that

is incurred in the ordinary course of business;




 




(c)                                  customary

rights of setoff upon deposits of cash in favor of banks or other depository

institutions in which such cash is maintained in the ordinary course of

business;




 




(d)                                 Liens

arising out of judgments or awards that do not constitute an Event of Default

under Section 6.01(g) and in respect of which the Borrower or any of its

Subsidiaries subject thereto shall be prosecuting an appeal or proceedings for

review in good faith and shall be maintaining appropriate reserves with respect

to any such judgment or award; and




 




(e)                                  easements,

operating agreements, covenants, conditions, rights of way, survey exceptions,

sewers, electric lines, licenses, telegraph and telephone lines, zoning

restrictions and other encumbrances on title to, or restrictions on the use of,

real property that do not render title to the property encumbered thereby

unmarketable or adversely affect the use of such property for its present

purposes in any material manner.




 




“Person”

means an individual, partnership, corporation (including a business trust),

limited liability company, joint stock company, trust, unincorporated

association, joint venture or other entity, or a government or any political

subdivision or Governmental Authority thereof.




 




“Plan” means an

employee pension benefit plan, as defined in Section 3(2) of ERISA, maintained,

sponsored or contributed to by the Borrower or any of its Subsidiaries or, with

respect to such a plan that is subject to Title IV of ERISA, by any member of

the Controlled Group.




 




“Property”

of a Person means any and all property, whether real, personal, tangible,

intangible, or mixed, of such Person, or other assets owned, leased or operated

by such Person.




 




“Reference

Banks” means the principal London offices of Citibank, Credit Lyonnais New

York Branch and Fifth Third Bank.




 




“Register”

has the meaning specified in Section 8.06(d).




 




“Regulations T,

U and X” means Regulations T, U and X issued by the Board of Governors of

the Federal Reserve System, as from time to time amended.




 




“Reportable Event”

means a reportable event as defined in Section 4043 of ERISA and the

regulations issued under such section, with respect to a Plan, excluding,




 




10





























 




however, such events as to which the PBGC has by

regulation waived the requirement of Section 4043(a) of ERISA that it be

notified within 30 days of the occurrence of such event; provided, however,

that a failure to meet the minimum funding standard of Section 412 of the Code

and of Section 302 of ERISA shall be a Reportable Event regardless of the

issuance of any such waiver of the notice requirement in accordance with either

Section 4043(a) of ERISA or Section 412(d) of the Code.




 




“Responsible

Officer” of the Borrower means the Chief Executive Officer, the Chief

Financial Officer, the Senior Vice President and Treasurer, the Senior Vice

President and Secretary or any Executive Vice President of the Borrower.




 




“Restructuring”

means the occurrence of the following: 

(i) the approval by the SEC of the Borrower’s application for

registration as a national securities exchange and (ii) the NASD ceasing to

hold a majority of the combined voting power of the outstanding Voting Shares

of the Borrower.




 




“Reuter Page

LIBO” means the page designated “LIBO” on the Reuter Monitor Money Rates

Service (or on any successor or substitute page of such service, or any

successor to 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 deposits in U.S. dollars in the London interbank

market).




 




“SEC” means

the U.S. Securities and Exchange Commission.




 




“Share

Repurchase” means the purchase, redemption, retirement or other acquisition

by the Borrower of shares of common and/or preferred stock of the Borrower.




 




“Significant

Subsidiary” means any Subsidiary which is so defined pursuant to Rule 1-02

of Regulation S-X promulgated by the SEC.




 




“Single Employer Plan”

means a Plan subject to Title IV of ERISA maintained by the Borrower or any member

of the Controlled Group for employees of the Borrower or any member of the

Controlled Group, other than a Multiemployer Plan or a Multiple Employer Plan.




 




“Solvent”

means, with respect to any Person at any time, that (a) the fair value of the

Property of such Person is greater than the total amount of liabilities

(including without limitation contingent liabilities) of such Person,

(b) the present fair saleable value of the Property of such Person is not

less than the amount that will be required to pay the probable liability of

such Person on its debts as they become absolute and matured, (c) such

Person does not intend to, and does not believe that it will, incur debts or

liabilities beyond such Person’s ability to pay as such debts and liabilities

mature, and (d) such Person is not engaged in a business and is not about

to engage in a business for which such Person’s property would constitute an

unreasonably small capital.




 




“Standard &

Poor’s” means Standard & Poor’s Ratings Service, presently a division

of The McGraw-Hill Companies, Inc., and its successors.




 




11





























 




“Standard &

Poor’s Rating” means, at any time, the rating of the Borrower unsecured,

unguaranteed senior long-term debt obligations then outstanding most recently

announced by Standard & Poor’s.




 




“Subsidiary”

means, with respect to any Person, any corporation, partnership, limited

liability company or other entity of which at least a majority of the Voting

Shares are at the time directly or indirectly owned or controlled by such

Person or one or more Subsidiaries of such Person or by such Person and one or

more Subsidiaries of such Person.




 




“surviving

Person” has the meaning specified in Section 6.01(f).




 




“Telerate Page

3750” means page 3750 of the Telerate Service of Bridge Information

Services (or on any successor or substitute page of such service, or any

successor to 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 deposits in U.S. dollars in the London interbank

market).




 




“Terminating

Lender” has the meaning specified in Section 2.02(f).




 




“Termination

Event” means, with respect to a Plan which is subject to Title IV of ERISA,

(a) a Reportable Event, (b) the withdrawal of the Borrower or any other member

of the Controlled Group from such Plan during a plan year in which the Borrower

or any other member of the Controlled Group was a “substantial employer” as

defined in Section 4001(a)(2) of ERISA or was deemed such under Section 4068(f)

of ERISA, (c) the termination of such Plan, the filing of a notice of

intent to terminate such Plan or the treatment of an amendment of such Plan as

a termination under Section 4041 of ERISA or (d) the institution by the PBGC of

proceedings to terminate such Plan, in each case which could reasonably be

expected to have a Material Adverse Effect.




 




“Type”

refers to whether an Advance is a Base Rate Advance or a Eurodollar Rate

Advance.




 




“Unfunded Liabilities”

means the amount (if any) by which the present value of all accumulated benefit

obligations of the Borrower or any member of the Controlled Group under a

Single Employer Plan or Multiple Employer Plan exceeds the fair market value of

assets allocable to such benefits, all determined as of the then most recent

valuation date for such Plans using actuarial assumptions utilized for purposes

of determining the current liability for purposes of such valuation.




 




“Utilization

Fee” has the meaning specified in Section 2.03(b).




 




“Voting Shares”

means, for any Person at any time, the outstanding securities of such Person

entitled to vote generally in an election of directors (or other persons

performing similar functions) of such Person.




 




12





























 




“Wholly-Owned

Subsidiary” of a Person means any Subsidiary all of the outstanding Voting

Shares of which (other than directors’ qualifying shares) shall at the time be

owned or controlled, directly or indirectly, by such Person or one or more

Wholly-Owned Subsidiaries of such Person, or by such Person and one or more

Wholly-Owned Subsidiaries of such Person. 

Unless otherwise expressly provided, all references herein to a

“Wholly-Owned Subsidiary” shall mean a Wholly-Owned Subsidiary of the Borrower.




 




SECTION 1.02.  Computation

of Time Periods.  In this

Agreement in the computation of periods of time from a specified date to a

later specified date, the word “from” means “from and including” and the words

“to” and “until” mean “to but excluding”.




 




SECTION 1.03.  Accounting

Terms.  All accounting terms

not specifically defined herein shall be construed in accordance with GAAP or

statutory accounting principals, as the case may be, consistent with those

applied in the preparation of the financial statements referred to in Section

4.01(e).




 




ARTICLE 2




AMOUNTS AND

TERMS OF THE ADVANCES




 




SECTION 2.01.  The

Advances.  (a)  Each Lender severally agrees, on the terms and

conditions hereinafter set forth, to make Advances to the Borrower from time to

time on any Business Day during the period from the Effective Date until the

Commitment Termination Date in an aggregate amount not to exceed at any time

outstanding the amount set opposite such Lender’s name on Schedule I hereto or,

if such Lender has entered into an Assignment and Acceptance, set forth for

such Lender in the Register, as such amount may be reduced pursuant to

Section 2.04(a) or increased pursuant to Section 2.04(c) (such Lender’s “Commitment”).




 




(b)                                 Each

Borrowing and each Conversion or Continuation thereof (i) shall (except as

otherwise provided in Sections 2.08(f) and (g)) be in an aggregate amount not

less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof

and (ii) shall consist of Advances of the same Type (and, if such Advances are

Eurodollar Rate Advances, having the same Interest Period) made, Continued or

Converted on the same day by the Lenders ratably according to their respective

Commitments.  Within the limits of each

Lender’s Commitment, the Borrower may from time to time borrow, prepay pursuant

to Section 2.10(b) and reborrow under this Section 2.01.




 




SECTION

2.02.  Making the Advances.




 




(a)  (i) 

Each Borrowing shall be made on notice, given not later than 12:00 p.m.

(New York City time) on the third Business Day prior to the date of such

Borrowing (in the case of a Borrowing consisting of Eurodollar Rate Advances)

or given not later than 12:00 p.m. (New York City time) on the Business Day of

such Borrowing (in the case of a Borrowing consisting of Base Rate Advances),

by the Borrower to the Administrative Agent, which shall give to each Lender

prompt notice thereof.




 




13





























 




(ii)                                  Each

such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing

in substantially the form of Exhibit A hereto, specifying therein the requested

(i) date of such Borrowing, (ii) Type of Advances comprising such

Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the

case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest

Period for each such Advance.




 




(iii)                               Each

Lender shall, before 1:00 p.m. (New York City time) on the date of such

Borrowing, make available for the account of its Applicable Lending Office to

the Administrative Agent at its address referred to in Section 8.02, in

same day funds, such Lender’s ratable portion of such Borrowing; provided

that, with respect to a Borrowing of a Eurodollar Rate Advance, no Lender

having a Commitment Termination Date prior to the last day of the initial

Interest Period for such Eurodollar Rate Advance shall participate in such

Borrowing.




 




(iv)                              After

the Administrative Agent’s receipt of such funds and upon fulfillment of the

applicable conditions set forth in Article 3, the Administrative Agent will

make such funds available to the Borrower at the Administrative Agent’s

aforesaid address.




 




(b)                                 Anything

in subsection (a) above to the contrary notwithstanding, the Borrower may

select Eurodollar Rate Advances for any Borrowing only in an aggregate amount

of $10,000,000 or an integral multiple of $1,000,000 in excess thereof.




 




(c)                                  Each

Notice of Borrowing shall be irrevocable and binding on the Borrower.  In the case of any Borrowing which the

related Notice of Borrowing specifies is to be comprised of Eurodollar Rate

Advances, the Borrower shall indemnify each Lender against any loss, cost or

expense (excluding loss of profit) reasonably incurred by such Lender as a

result of any failure to make such Borrowing (including, without limitation, as

a result of any failure to fulfill, on or before the date specified in such

Notice of Borrowing, the applicable conditions set forth in Article 3) and the

liquidation or reemployment of deposits or other funds acquired by such Lender

to fund the Advance to be made by such Lender as part of such Borrowing.  A certificate as to the amount of such

losses, costs and expenses, submitted to the Borrower and the Administrative

Agent by such Lender, shall be conclusive and binding for all purposes, absent

manifest error.




 




(d)                                 Unless

the Administrative Agent shall have received notice from a Lender prior to the

date of any Borrowing that such Lender will not make available to the

Administrative Agent such Lender’s ratable portion of such Borrowing, the

Administrative Agent may assume that such Lender has made such portion

available to the Administrative Agent on the date of such Borrowing in

accordance with subsection (a) of this Section 2.02 and the Administrative

Agent may, in reliance upon such assumption, make available to the Borrower on

such date a corresponding amount.  If

and to the extent that such Lender shall not have so made such ratable portion available

to the Administrative Agent, such Lender and the Borrower severally agree to

repay to the Administrative Agent forthwith on demand (but without duplication)

such corresponding amount together with interest thereon, for each day from the

date such amount is made available to the Borrower until the date such amount

is repaid to the Administrative Agent, at (i) in the case of the Borrower, the

interest rate applicable at the time to Advances comprising




 




14





























 




such Borrowing and (ii) in the case of such Lender, the Federal Funds

Rate.  If such Lender shall repay to the

Administrative Agent such corresponding amount, such amount so repaid shall

constitute such Lender’s Advance as part of such Borrowing for purposes of this

Agreement (and such Advance shall be deemed to have been made by such Lender on

the date on which such amount is so repaid to the Administrative Agent).




 




(e)                                  The

failure of any Lender to make the Advance to be made by it as part of any

Borrowing shall not relieve the other Lenders of their obligations hereunder to

make an Advance on the date of such Borrowing, and no Lender shall be

responsible for the failure of any other Lender to make the Advance to be made

by such other Lender on the date of any Borrowing.




 




(f)                                    Notwithstanding

anything in this Agreement to the contrary, no Lender whose Commitment

Termination Date falls prior to the last day of any Interest Period for any

Eurodollar Rate Advance (a “Terminating Lender”) shall participate in

such Advance.  Without limiting the generality

of the foregoing, no Terminating Lender shall (i) participate in a

Borrowing of any Eurodollar Rate Advance having an initial Interest Period

ending after such Lender’s Commitment Termination Date, (ii) have any

outstanding Eurodollar Rate Advance Continued for a subsequent Interest Period

if such subsequent Interest Period would end after such Lender’s Commitment

Termination Date or (iii) have any outstanding Base Rate Advance Converted into

a Eurodollar Rate Advance if such Eurodollar Rate Advance would have an initial

Interest Period ending after such Lender’s Commitment Termination Date.  If any Terminating Lender has outstanding a

Eurodollar Rate Advance that cannot be Continued for a subsequent Interest

Period pursuant to clause (ii) above or has outstanding a Base Rate

Advance that cannot be Converted into a Eurodollar Rate Advance pursuant to

clause (iii) above, such Lender’s ratable share of such Eurodollar Rate Advance

(in the case of said clause (ii)) shall be repaid by the Borrower on the

last day of its then current Interest Period and such Lender’s ratable share of

such Base Rate Advance (in the case of said clause (iii)) shall be repaid by

the Borrower on the day on which the Advances of Lenders unaffected by said

clause (iii) are so Converted.




 




SECTION

2.03.  Certain Fees.




 




(a)                                  Facility

Fee.  The Borrower agrees to pay to

the Administrative Agent for the account of each Lender a facility fee (the “Facility

Fee”) on the average daily amount (whether used or unused) of such Lender’s

Commitment from the date hereof (in the case of each Bank) and from the

effective date specified in the Assignment and Acceptance pursuant to which it

became a Lender (in the case of each such Lender) until the Commitment

Termination Date of such Lender at a rate per annum equal to the Applicable

Facility Fee Rate.  The Facility Fee

shall be payable quarterly in arrears on the last Business Day of each March,

June, September and December and on the Commitment Termination Date of each

Lender.




 




(b)                                 Utilization

Fee.  For each day on which the

aggregate principal amount of Advances outstanding exceeds an amount equal to

50% of the aggregate Commitments, the Borrower agrees to pay to the

Administrative Agent for the account of each Lender a utilization fee (the “Utilization

Fee”) on the aggregate principal amount of the Advances of such Lender

outstanding on such day at a rate per annum equal to the Applicable Utilization

Fee Rate.  The




 




15





























 




Utilization Fee will be payable in respect of each Advance on each date

on which interest is payable on such Advance, as specified in

Section 2.06(a) hereof.




 




(c)                                  Administrative

Agent’s Fee.  The Borrower agrees to

pay to the Administrative Agent, for the Administrative Agent’s own account, an

administrative agency fee at the times and in the amounts heretofore agreed

between the Borrower and the Administrative Agent.




 




SECTION

2.04.  Reduction, Extensions and Increases of

the Commitments.




 




(a)                                  Commitment

Reductions.




 




(i)                                     The

Commitment of each Lender shall be automatically reduced to zero on the

Commitment Termination Date of such Lender.




 




(ii)                                  In

addition, the Borrower shall have the right, upon at least three Business Days’

notice to the Administrative Agent, to terminate in whole or reduce in part the

unused portions of the Commitments of the Lenders; provided that the

aggregate amount of the Commitments of the Lenders shall not be reduced to an

amount which is less than the aggregate principal amount of the Advances then

outstanding; and provided  further that each partial reduction

shall be in an aggregate amount of $5,000,000 or an integral multiple of

$1,000,000 in excess thereof.  Each

reduction of the Commitments shall be made pro  rata as among the

Lenders according to their respective Commitments.  Once reduced or terminated, the Commitments may not be

reinstated.




 




(iii)                             If at

any time Consolidated Tangible Net Worth falls below the Initial Threshold, the

aggregate amount of Commitments shall automatically be reduced to $100,000,000

(and, if there are Advances outstanding, the Borrower shall repay the Advances

to the extent required by Section 2.10(b)). 

Each reduction of the Commitments shall be made pro  rata

as among the Lenders according to their respective Commitments.




 




(b)                                 Commitment

Extensions.




 




(i)                                     The

Borrower may, by notice to the Administrative Agent (which shall promptly

notify the Lenders) not more than 45 days and not less than 30 days prior to

the Commitment Termination Date then in effect hereunder (the “Existing Commitment

Termination Date”), request that each Lender extend such Lender’s

Commitment Termination Date for an additional 364 days from the Existing

Commitment Termination Date.




 




(ii)                                  Each

Lender, acting in its sole and individual discretion, shall, by notice to the

Administrative Agent given not more than 30 days immediately prior to the

Existing Commitment Termination Date but in any event no later than the date

(the “Notice Date”) 20 days prior to the Existing Commitment

Termination Date, advise the Administrative Agent whether or not such Lender

agrees to such extension (and each Lender that determines not to so extend its

Commitment Termination Date (a “Non–Extending Lender”) shall

notify the Administrative Agent (which shall notify the other Lenders) of such

fact promptly after such determination (but in any event no later than the

Notice Date) and any Lender that does not so advise the Administrative Agent on

or before the Notice Date shall be deemed to be a




 




16





























 




Non-Extending Lender.  The

election of any Lender to agree to such extension shall not obligate any other

Lender to so agree.




 




(iii)                               The

Administrative Agent shall notify the Borrower of each Lender’s determination

under this Section 2.04(b) no later than the date 15 days prior to the

Existing Commitment Termination Date (or, if such date is not a Business Day,

on the next preceding Business Day).




 




(iv)                              The

Borrower shall have the right on or before the Existing Commitment Termination

Date to replace each Non–Extending Lender with, and add as “Lenders”

under this Agreement in place thereof, one or more Eligible Assignees (each, an

“Additional Commitment Lender”) with the approval of the Administrative

Agent (which approval shall not be unreasonably withheld), each of which

Additional Commitment Lenders shall have entered into an agreement in form and

substance satisfactory to the Borrower and the Administrative Agent pursuant to

which such Additional Commitment Lender shall, effective as of the Existing

Commitment Termination Date, undertake a Commitment (and, if any such

Additional Commitment Lender is already a Lender, its Commitment shall be in

addition to such Lender’s Commitment hereunder on such date); provided

that prior to replacing any Non-Extending Lender with any Additional Commitment

Lender, the Borrower shall have given each Lender which has agreed to extend

its Commitment Termination Date an opportunity to increase its Commitment by

all or a portion of the Non-Extending Lenders’ Commitments.




 




(v)                                 If

(and only if) the total of the Commitments of the Lenders that have agreed so

to extend their Commitment Termination Date and the additional Commitments of

the Additional Commitment Lenders shall be more than 50% of the aggregate

amount of the Commitments in effect immediately prior to the Existing

Commitment Termination Date, then, effective as of the Existing Commitment

Termination Date, the Commitment Termination Date of each Extending Lender and

of each Additional Commitment Lender shall be extended to the date falling 364

days after the Existing Commitment Termination Date (except that, if such date

is not a Business Day, such Commitment Termination Date as so extended shall be

the next preceding Business Day) and each Additional Commitment Lender shall

thereupon become a “Lender” for all purposes of this Agreement.




 




(vi)                              Notwithstanding

the foregoing, the extension of the Commitment Termination Date pursuant to

this Section 2.04(b) shall be effective only if:




 




(x)                                   no

Default or Event of Default shall have occurred and be continuing on the date

of the notice requesting such extension or on the Existing Commitment

Termination Date and the representations and warranties set forth in Section

4.01 shall be true and correct in all material respects on and as of each of

said dates as if made on and as of said dates (other than any such

representation and warranty that expressly speaks as of a date other than the

date thereof, in which case such representation and warranty shall be true and

correct in all material respects on and as of such other date as if made on and

as of said date); and




 




17





























 




(y)                                 the

Borrower shall have paid in full all amounts owing to each Non–Extending

Lender hereunder on or before the Commitment Termination Date of such Lender.




 




(c)                                  Commitment

Increases.




 




(i)                                     The

Borrower may, not more than once in any 364-day period, propose to increase the

aggregate Commitments, by giving notice to the Lenders (through the

Administrative Agent) of the amount of such proposed increase (such notice, a “Commitment

Increase Offer”).  Each Commitment

Increase Offer shall offer the Lenders the opportunity to participate in the

increased Commitments ratably in accordance with their respective Commitment Percentages.  In the event that any Lender (each, a “Declining

Lender”) shall fail to accept in writing a Commitment Increase Offer within

10 Business Days after receiving the same, all or any portion of the proposed

increase in the Commitments offered to the Declining Lenders (the aggregate of

such offered amounts, the “Declined Amount”) may instead be allocated to

any one or more Eligible Assignees pursuant to clause (ii) below and/or to any

one or more existing Lenders pursuant to clause (iii) below.




 




(ii)           Any

Eligible Assignee which, with the consent of the Borrower and the

Administrative Agent (such consents not to be unreasonably withheld), elects to

become a party to this Agreement and obtain a Commitment in an amount equal to

all or any portion of a Declined Amount shall execute a New Lender Supplement

(each, a “New Lender Supplement”) with the Borrower and the

Administrative Agent, substantially in the form of Exhibit F-1, whereupon such

Eligible Assignee (herein called a “New Lender”) shall become a Lender

for all purposes and to the same extent as if a party hereto and shall be bound

by and entitled to the benefits of this Agreement, and Schedule I shall be

deemed to be amended to add the name and Commitment of such New Lender; provided

that the amount of the Commitment of such New Lender shall in no event be less

than $10,000,000.




 




(iii)                               Any Lender which (a)

accepts a Commitment Increase Offer or (b) with the consent of the Borrower,

elects to increase its Commitment by an amount equal to all or any portion of a

Declined Amount shall, in each case, execute a Commitment Increase Supplement

(each, a “Commitment Increase Supplement”) with the Borrower and the

Administrative Agent, substantially in the form of Exhibit F-2, whereupon such

Lender shall be bound by and entitled to the benefits of this Agreement with

respect to the full amount of its Commitment as so increased, and Schedule I

shall be deemed to be amended to so increase the Commitment of such Lender.




 




(iv)                              If

on the date upon which an Eligible Assignee becomes a New Lender pursuant to

clause (ii) or upon which a Lender’s Commitment is increased pursuant to clause

(i) or (iii) there are Advances outstanding, the Borrower shall, subject to the

terms and conditions hereof, borrow Advances from the Lenders and/or (subject

to compliance by the Borrower with subsection 8.04(c)) prepay Advances of the

Lenders such that, after giving effect thereto, the Advances (including,

without limitation, the Types thereof and Interest Periods with respect thereto)

shall be held by the Lenders (including for such purposes the New Lenders) pro

rata according to their respective Commitment Percentages.




 




18





























 




(v)                                 Notwithstanding

the foregoing, (a) in no event shall any transaction effected pursuant hereto

cause the aggregate Commitments to exceed $200,000,000 or cause an increase in

the aggregate Commitments of an amount less than $10,000,000, and (b) no Lender

shall have any obligation to increase its Commitment unless it agrees to do so

in its sole discretion.




 




(vi)                              Notwithstanding

the foregoing, in no event shall any transaction be effected pursuant to this

Section 2.04(c) unless (i) at the time of and after giving effect to the

relevant increase, the Moody’s Rating and the Standard & Poor’s Rating are

at least A3 and A-, respectively, and (ii) no Default or Event of Default shall

have occurred and be continuing on the date of the relevant Commitment Increase

Offer or on the date of any Commitment increase resulting therefrom.




 




SECTION

2.05.  Repayment.  The Borrower shall repay the then unpaid

principal amount of each Advance made by each Lender, and each such Advance

shall mature, on the Commitment Termination Date of such Lender.




 




SECTION

2.06.  Interest.




 




(a)                                  Ordinary

Interest.  The Borrower shall pay

interest on the unpaid principal amount of each Advance made by each Lender,

from the date of such Advance until such principal amount shall be paid in

full, at the following rates per annum:




 




(i)                                     Base

Rate Advances.  While such Advance

is a Base Rate Advance, a rate per annum equal to the Base Rate in effect from

time to time plus the Applicable Margin for Base Rate Advances as in

effect from time to time, payable quarterly in arrears on the last Business Day

of each March, June, September and December and on the date such Base Rate

Advance shall be Converted or paid in full.




 




(ii)                                  Eurodollar

Rate Advances.  While such Advance

is a Eurodollar Rate Advance, a rate per annum for each Interest Period for

such Advance equal to the sum of the Eurodollar Rate for such Interest Period plus

the Applicable Margin for Eurodollar Rate Advances as in effect from time to

time, payable on the last day of such Interest Period and, if such Interest

Period has a duration of more than three months, on each day which occurs at

three-month intervals after the first day of such Interest Period, and on each

date on which such Eurodollar Rate Advance shall be Continued, Converted or

paid in full.




 




(b)                                 Default

Interest.  Notwithstanding the

foregoing, if an Event of Default under Section 6.01(a) shall have occurred and

be continuing, the Borrower shall pay interest on:




 




(i)                                     the

unpaid principal amount of each Advance owing to each Lender, payable on demand

(and in any event in arrears on the dates referred to in Section 2.06(a)(i) or

(a)(ii) above), at a rate per annum equal at all times to two percent (2%) per

annum above the rate per annum required to be paid on such Advance pursuant to

said Section 2.06(a)(i) or (a)(ii), as applicable; provided that if such

Event of Default shall be continuing at the end of any Interest Period for any

Eurodollar Rate Advance, such




 




19





























 




Advance shall forthwith

be Converted to a Base Rate Advance bearing interest as aforesaid in this

Section 2.06(b)(i); and




 




(ii)                                  the

amount of any interest, fee or other amount payable hereunder that is not paid

when due, from the date such amount shall be due until such amount shall be

paid in full, payable on demand (and in any event in arrears on the date such

amount shall be paid in full), at a rate per annum equal at all times to two

percent (2%) per annum above the rate per annum required to be paid on Base

Rate Advances pursuant to Section 2.06(a)(i) above.




 




SECTION

2.07.  Additional Interest on Eurodollar Rate

Advances.  The Borrower shall

pay to each Lender additional interest on the unpaid principal amount of each

Eurodollar Rate Advance of such Lender for so long as such Lender is

maintaining reserves for Eurocurrency Liabilities, from the date of such

Advance until such principal amount is paid in full, at an interest rate per

annum equal at all times to the remainder obtained by subtracting (i) the

Eurodollar Rate for each Interest Period for such Advance from (ii) the rate

obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus

the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period,

payable on each date on which interest is payable on such Advance.  Such additional interest shall be determined

by such Lender and notified to the Borrower through the Administrative

Agent.  Such notice shall be in

reasonable detail.




 




SECTION

2.08.  Interest Rate Determinations.




 




(a)                                  Each

Reference Bank agrees, upon the request of the Administrative Agent, to furnish

to the Administrative Agent timely information for the purpose of determining

each Eurodollar Rate.  If any one or

more of the Reference Banks shall not furnish such timely information to the

Administrative Agent for the purpose of determining any such interest rate, the

Administrative Agent shall determine such interest rate on the basis of timely

information furnished by the remaining Reference Banks (subject to the

provisions set forth in the definition of “Eurodollar Rate” in Section 1.01 and

to clause (c) below).




 




(b)                                 The

Administrative Agent shall give prompt notice to the Borrower and the Lenders

of the applicable interest rates determined by the Administrative Agent for the

purposes of Section 2.06.




 




(c)                                  If

(1) the relevant rates do not appear on Telerate Page 3750, (2) the relevant

rates do not appear on Reuter Page LIBO and (3) fewer than two Reference Banks

furnish timely information to the Administrative Agent for determining the

Eurodollar Rate for any Interest Period for any Eurodollar Rate Advances,




 




(i)                                     the

Administrative Agent shall forthwith notify the Borrower and the Lenders that

the interest rate cannot be determined for such Eurodollar Rate Advances for

such Interest Period,




 




(ii)                                  each

Eurodollar Rate Advance will automatically, on the last day of the then

existing Interest Period therefor, Convert into a Base Rate Advance, and




 




20





























 




(iii)                               the

obligation of the Lenders to make or Continue, or to Convert Advances into,

Eurodollar Rate Advances shall be suspended until the Administrative Agent

shall notify the Borrower and the Lenders that the circumstances causing such

suspension no longer exist.




 




(d)                                 If,

with respect to any Eurodollar Rate Advances, the Majority Lenders notify the

Administrative Agent showing calculations in reasonable detail that the

Eurodollar Rate for any Interest Period for such Advances will not adequately

reflect the cost to such Majority Lenders of making, funding or maintaining

their respective Eurodollar Rate Advances for such Interest Period, the

Administrative Agent shall forthwith so notify the Borrower and the Lenders,

whereupon:




 




(i)                                     each

Eurodollar Rate Advance will automatically, on the last day of the then

existing Interest Period therefor, Convert into a Base Rate Advance, and




 




(ii)                                  the

obligation of the Lenders to make or Continue, or to Convert Advances into,

Eurodollar Rate Advances shall be suspended until the Administrative Agent

shall notify the Borrower and such Lenders that the circumstances causing such

suspension no longer exist.




 




(e)                                  If

the Borrower shall fail to select the duration of any Interest Period for any

Eurodollar Rate Advances in accordance with the provisions contained in the

definition of “Interest Period” in Section 1.01, the Administrative Agent will

forthwith so notify the Borrower and the Lenders and the Borrower will be

deemed to have selected an Interest Period for such Eurodollar Rate Advances of

one month.




 




(f)                                    On

the date on which the aggregate unpaid principal amount of Eurodollar Rate

Advances comprising any Borrowing shall be reduced, by payment or prepayment or

otherwise, to less than $10,000,000, such Advances shall automatically Convert

into Base Rate Advances.




 




(g)                                 Upon

the occurrence and during the continuance of any Event of Default,

(x) each Eurodollar Rate Advance will automatically, on the last day of

the then existing Interest Period therefor, Convert into a Base Rate Advance

and (y) the obligation of the Lenders to make or Continue, or to Convert Advances

into, Eurodollar Rate Advances shall be suspended.




 




SECTION

2.09.  Voluntary Conversion and Continuation of

Advances.




 




(a)                                  Optional

Conversion.  The Borrower may on any

Business Day, upon notice given to the Administrative Agent not later than

12:00 noon (New York City time) on the third Business Day prior to the date of

the proposed Conversion and subject to the provisions of Sections 2.08 and

2.12, Convert all or any portion of the outstanding Advances of one Type

comprising part of the same Borrowing into Advances of the other Type; provided

that (i) any Conversion of Base Rate Advances into Eurodollar Rate

Advances shall be in an amount not less than the minimum amount specified in

Section 2.02(b) and (ii) in the case of any such Conversion of a

Eurodollar Rate Advance into a Base Rate Advance on a day other than the last

day of an Interest Period therefor, the Borrower shall reimburse the Lenders in

respect thereof




 




21





























 




pursuant to Section 8.04(c). 

Each such notice of a Conversion shall, within the restrictions

specified above, specify (x) the date of such Conversion, (y) the Advances

to be Converted, and (z) if such Conversion is into Eurodollar Rate Advances,

the duration of the initial Interest Period for each such Advance.  Each notice of Conversion shall be

irrevocable and binding on the Borrower.




 




(b)                                 Continuations.  The Borrower may, on any Business Day, upon

notice given to the Administrative Agent not later than 12:00 noon (New York

City time) on the third Business Day prior to the date of the proposed

Continuation and subject to the provisions of Sections 2.08 and 2.12, Continue

all or any portion of the outstanding Eurodollar Rate Advances comprising part

of the same Borrowing for one or more Interest Periods; provided that

(i) Eurodollar Rate Advances so Continued and having the same Interest

Period shall be in an amount not less than the minimum amount specified in

Section 2.02(b) and (ii) in the case of any such Continuation on a

day other than the last day of an Interest Period therefor, the Borrower shall

reimburse the Lenders in respect thereof pursuant to Section 8.04(c).  Each such notice of a Continuation shall,

within the restrictions specified above, specify (x) the date of such Continuation,

(y) the Eurodollar Rate Advances to be Continued and (y) the duration of

the initial Interest Period (or Interest Periods) for the Eurodollar Rate

Advances subject to such Continuation. 

Each notice of Continuation shall be irrevocable and binding on the

Borrower.




 




SECTION

2.10.  Prepayments of Advances.




 




(a)                                  The

Borrower may, on notice given not later than 12:00 noon (New York City time) on

the second Business Day prior to the date of the proposed prepayment of

Advances (in the case of an Eurodollar Rate Advances) or given not later than

12:00 noon (New York City time) on the Business Day of the proposed prepayment

of Advances (in the case of Base Rate Advances), stating the proposed date and

aggregate principal amount of the prepayment, and if such notice is given the

Borrower shall, prepay the outstanding principal amounts of the Advances

comprising part of the same Borrowing in whole or ratably in part, together

with accrued interest to the date of such prepayment on the principal amount

prepaid; provided, however, that (x) each partial prepayment

shall be in an aggregate principal amount not less than $10,000,000 or integral

multiples of $1,000,000 in excess thereof and (y) in the case of any such

prepayment of a Eurodollar Rate Advance on a day other than the last day of an

Interest Period therefor, the Borrower shall reimburse the Lenders in respect

thereof pursuant to Section 8.04(c).




 




(b)                                 The

Borrower shall forthwith prepay the Advances, together with accrued interest to

the date of prepayment and any amounts payable in respect thereof pursuant to

Section 8.04(c), in such amount as may be required at any time to assure that

the aggregate outstanding principal amount of the Advances does not exceed the

aggregate amount of the Commitments.




 




SECTION

2.11.  Increased Costs.




 




(a)                                  If,

due to either (i) the introduction of or any change (other than any change by

way of imposition or increase of reserve requirements included in the

Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or

regulation after the date of this Agreement or (ii) the compliance with any

guideline or request from any central bank or other governmental authority

(whether or not having the force of law) which becomes effective after




 




22





























 




the date of this Agreement, there shall be any increase in the cost to

any Lender of agreeing to make or making, funding or maintaining Eurodollar

Rate Advances (excluding Taxes or Other Taxes as to which Section 2.14 shall

apply) by an amount deemed by such Lender to be material, then the Borrower

shall from time to time, within 10 Business Days of receipt of demand by such

Lender (with a copy of such demand to the Administrative Agent), pay to the

Administrative Agent for the account of such Lender additional amounts

sufficient to compensate such Lender for such increased cost.  A certificate as to the amount of such

increased cost, in reasonable detail, submitted to the Borrower and the Administrative

Agent by such Lender, shall be conclusive and binding for all purposes, and

shall be prima facie evidence of the existence and amounts of the obligations

of the Borrower noted therein.  Such

certificate shall certify that the claim for additional amounts referred to

therein is generally consistent with such Lender’s treatment of similarly

situated customers of such Lender whose transactions with such Lender are

similarly affected by the change in circumstances giving rise to such payment,

but such Lender shall not be required to disclose any confidential or

proprietary information therein.




 




(b)                                 If

any Lender determines that compliance with any law or regulation or any

guideline or request from any central bank or other governmental authority

which becomes effective after the date hereof (whether or not having the force

of law) affects or would affect the amount of capital required or expected to

be maintained by such Lender or any corporation controlling such Lender and

that the amount of such capital is increased by or based upon the existence of

such Lender’s commitment to lend hereunder and other commitments of this type,

then, within 10 Business Days of receipt of demand by such Lender (with a copy

of such demand to the Administrative Agent), the Borrower shall pay to the

Administrative Agent for the account of such Lender, from time to time as

specified by such Lender, additional amounts sufficient to compensate such

Lender or such corporation in the light of such circumstances, to the extent

that such Lender reasonably determines such increase in capital to be allocable

to the existence of such Lender’s commitment to lend hereunder.  A certificate as to such amounts submitted

to the Borrower and the Administrative Agent by such Lender shall be conclusive

and binding for all purposes, absent manifest error.  Such certificate shall be in reasonable detail and shall certify

that the claim for additional amounts referred to therein is generally

consistent with such Lender’s treatment of similarly situated customers of such

Lender whose transactions with such Lender are similarly affected by the change

in circumstances giving rise to such payment, but such Lender shall not be

required to disclose any confidential or proprietary information therein.




 




(c)                                  Failure

or delay on the part of any Lender to demand compensation pursuant to

paragraphs (a) or (b) of this Section shall not constitute a waiver of such

Lender’s right to demand such compensation; provided that the Borrower

shall not be required to compensate a Lender pursuant to such paragraph for any

increased costs incurred more than 360 days prior to the date that such Lender

notifies the Borrower of the change giving rise to such increased costs and of

such Lender’s intention to claim compensation therefor; provided, further

that, if the change giving rise to such increased costs is retroactive, then

the 360-day period referred to above shall be extended to include the period of

retroactive effect thereof; and provided  further, however,

that before making any such demand, each Lender agrees to use reasonable

efforts (consistent with its internal policy and legal and regulatory

restrictions) to designate a different Applicable Lending Office if the making

of such a designation would avoid the need for, or reduce the amount of, such

increased cost and would not, in the reasonable judgment of such Lender, be

otherwise disadvantageous to such Lender. 

If a Lender demands




 




23





























 




compensation under paragraph (a) or (b) of this Section with respect to

Eurodollar Advances, the Borrower may, upon at least three Business Days’

notice to the Lender (with a copy of such notice to the Administrative Agent),

elect that, until the circumstances causing such demand for compensation no

longer apply to such Lender, all Eurodollar Rate Advances that would otherwise

be made by such Lender as part of any Borrowing shall be made instead as Base

Rate Advances and all payments of principal of and interest on such Base Rate

Advances shall be made at the same time as payments on the Eurodollar Rate

Advances otherwise constituting part of such Borrowing.  Each Lender will use all reasonable efforts

to give prompt notice to the Borrower of the event giving rise to any such

demand for compensation.




 




SECTION

2.12.  Illegality.  Notwithstanding any other provision of this

Agreement, if any Lender shall notify the Administrative Agent that the

introduction of or any change in or in the interpretation of any law or

regulation makes it unlawful, or any central bank or other governmental

authority asserts that it is unlawful, for such Lender or its Eurodollar

Lending Office to perform its obligations hereunder to make or Continue

Eurodollar Rate Advances or to fund or otherwise maintain Eurodollar Rate

Advances hereunder, the obligation of such Lender to make or Continue, or to

Convert Advances into, Eurodollar Rate Advances shall be suspended until the

Administrative Agent shall notify the Borrower and the Lenders that the

circumstances causing such suspension no longer exist; and provided  further,

however, that before making any such demand, each Lender agrees to use

reasonable efforts (consistent with its internal policy and legal and

regulatory restrictions) to designate a different Applicable Lending Office if

the making of such a designation would avoid the circumstances permitting such

demand and would not, in the reasonable judgment of such Lender, be otherwise

disadvantageous to such Lender; and provided  further that if a

Lender makes such a demand, the Borrower may, upon at least three Business

Days’ notice to such Lender (with a copy of such notice to the Administrative

Agent), elect that, until the circumstances causing such demand no longer apply

to such Lender, all Eurodollar Rate Advances that would otherwise be made by

such Lender as part of any Borrowing shall be made instead as Base Rate

Advances and all payments or principal of and interest on such Base Rate

Advances shall be made at the same time as payments on the Eurodollar Rate

Advances otherwise constituting part of such Borrowing.




 




SECTION

2.13.  Payments and Computations.




 




(a)                                  The

Borrower shall make each payment hereunder without set-off or counterclaim not

later than 12:00 noon (New York City time) on the day when due in U.S. dollars

to the Administrative Agent at its address referred to in Section 8.02 in same

day funds.  The Administrative Agent

will promptly thereafter cause to be distributed like funds relating to the

payment of principal, interest, Facility Fee or Utilization Fee ratably (other

than amounts payable pursuant to Section 2.02(c), 2.11, 2.14 or 8.04(c)) to the

Lenders for the account of their respective Applicable Lending Offices, and

like funds relating to the payment of any other amount payable to any Lender to

such Lender for the account of its Applicable Lending Office, in each case to

be applied in accordance with the terms of this Agreement.  Upon its acceptance of an Assignment and

Acceptance and recording of the information contained therein in the Register

pursuant to Section 8.06(d), from and after the effective date specified

in such Assignment and Acceptance, the Administrative Agent shall make all

payments hereunder in respect of the interest assigned thereby to the Lender

assignee thereunder, and the parties to such




 




24





























 




Assignment and Acceptance shall make all appropriate adjustments in

such payments for periods prior to such effective date directly between

themselves.




 




(b)                                 All

computations of interest based on Citibank’s base rate shall be made by the

Administrative Agent on the basis of a year of 365 or 366 days, as the case may

be, for the actual number of days (including the first day but excluding the

last day) occurring in the period for which such interest is payable.  All computations of interest based on the

Eurodollar Rate or the Federal Funds Rate and of the Facility Fee and the

Utilization Fee shall be made by the Administrative Agent, and all computations

of interest pursuant to Section 2.07 shall be made by a Lender, on the

basis of a year of 360 days, for the actual number of days (including the first

day but excluding the last day) occurring in the period for which such interest

or fee is payable.  Each determination

by the Administrative Agent of an interest rate hereunder shall be conclusive

and binding for all purposes, absent manifest error.




 




(c)                                  Whenever

any payment hereunder would be due on a day other than a Business Day, such due

date shall be extended to the next succeeding Business Day, and any such

extension of such due date shall in such case be included in the computation of

payment of interest, Facility Fee or Utilization Fee, as the case may be; provided

however that if such extension would cause payment of interest on or principal

of Eurodollar Rate Advances to be made in the next following calendar month,

such payment shall be made on the next preceding Business Day.




 




(d)                                 Unless

the Administrative Agent shall have received notice from the Borrower prior to

the date on which any payment is due to the Lenders hereunder that the Borrower

will not make such payment in full, the Administrative Agent may assume that

the Borrower has made such payment in full to the Administrative Agent on such

date and the Administrative Agent may, in reliance upon such assumption, cause

to be distributed to each Lender on such due date an amount equal to the amount

then due such Lender.  If and to the

extent that the Borrower shall not have so made such payment in full to the

Administrative Agent, each Lender shall repay to the Administrative Agent

forthwith on demand such amount distributed to such Lender together with

interest thereon, for each day from the date such amount is distributed to such

Lender until the date such Lender repays such amount to the Administrative

Agent, at the Federal Funds Rate.




 




SECTION

2.14.  Taxes.




 




(a)                                  Any

and all payments by the Borrower hereunder shall be made, in accordance with

Section 2.13, free and clear of and without deduction for any and all present

or future taxes, levies, imposts, deductions, charges or withholdings, and all

liabilities with respect thereto, excluding, in the case of each Lender

and the Administrative Agent, taxes imposed on its income, and franchise taxes

imposed on it, by the jurisdiction under the laws of which such Lender or the

Administrative Agent (as the case may be) is organized or any political

subdivision thereof and, in the case of each Lender, taxes imposed on its

income, and franchise taxes imposed on it, by the jurisdiction of such Lender’s

Applicable Lending Office or any political subdivision thereof (all such non–excluded

taxes, levies, imposts, deductions, charges, withholdings and liabilities being

hereinafter referred to as “Taxes”). 

If the Borrower shall be required by law to deduct any Taxes from or in

respect of any sum payable hereunder to any




 




25





























 




Lender or the Administrative Agent, (i) the sum payable shall be

increased as may be necessary so that after making all required deductions

(including deductions applicable to additional sums payable under this Section

2.14) such Lender or the Administrative Agent (as the case may be) receives an

amount equal to the sum it would have received had no such deductions been

made, (ii) the Borrower shall make such deductions and (iii) the Borrower

shall pay the full amount deducted to the relevant taxation authority or other

authority in accordance with applicable law.




 




(b)                                 In

addition, the Borrower agrees to pay any present or future stamp or documentary

taxes or any other excise or property taxes, charges or similar levies which

arise from any payment made hereunder or from the execution, delivery or

registration of, or otherwise with respect to, this Agreement (hereinafter

referred to as “Other Taxes”).




 




(c)                                  The

Borrower will indemnify each Lender and the Administrative Agent for the full

amount of Taxes or Other Taxes (including, without limitation, any Taxes and

Other Taxes imposed by any jurisdiction on amounts payable under this Section

2.14) paid by such Lender or the Administrative Agent (as the case may be) and

any liability (including penalties, interest and expenses) arising therefrom or

with respect thereto, whether or not such Taxes or Other Taxes were correctly

or legally asserted.  This

indemnification shall be made within 30 days from the date such Lender or

the Administrative Agent (as the case may be) makes written demand

therefor.  A certificate as to the

amount of such Taxes and Other Taxes, submitted to the Borrower and the

Administrative Agent by such Lender, shall be conclusive and binding (as

between the Borrower, the Lenders and the Administrative Agent) for all

purposes, and shall be prima facie evidence of the existence and amounts of the

obligations of the Borrower noted therein.




 




(d)                                 Within

30 days after the date of any payment of Taxes, the Borrower will furnish to

the Administrative Agent, at its address referred to in Section 8.02, the

original or a certified copy of a receipt evidencing payment thereof or other

proof of payment of such Taxes reasonably satisfactory to the relevant

Lender(s).  If no Taxes are payable in

respect of any payment hereunder, upon the request of the Administrative Agent

the Borrower will furnish to the Administrative Agent, at such address, a

statement to such effect with respect to each jurisdiction designated by the

Administrative Agent.




 




(e)                                  Each

Lender organized under the laws of a jurisdiction outside the United States, on

or prior to the date of its execution and delivery of this Agreement (in the

case of each Bank) and on the date of the Assignment and Acceptance or New

Lender Supplement pursuant to which it becomes a Lender (in the case of each

other Lender), and from time to time thereafter if requested in writing by the

Borrower (but only so long as such Lender remains lawfully able to do so),

shall provide the Borrower with Internal Revenue Service form W-8BEN or W-8ECI,

as appropriate, or any successor form prescribed by the Internal Revenue

Service, certifying that such Lender is entitled to benefits under an income

tax treaty to which the United States is a party which reduces the rate of

withholding tax on payments of interest or certifying that the income

receivable pursuant to this Agreement is effectively connected with the conduct

of a trade or business in the United States. 

If the form provided by a Lender at the time such Lender first becomes a

party to this Agreement indicates a United States interest withholding tax rate

in excess of zero, withholding tax at such rate shall be considered excluded

from “Taxes” as defined in Section 2.14(a).




 




26





























 




(f)                                    For

any period with respect to which a Lender has failed to provide the Borrower

with the appropriate form described in Section 2.14(e) (other than if such

failure is due to a change in law occurring subsequent to the date on which a

form originally was required to be provided, or if such form otherwise is not

required under the first sentence of subsection (e) above), such Lender

shall not be entitled to indemnification under Section 2.14(a) or (c) with

respect to Taxes imposed by the United States; provided, however,

that should a Lender become subject to Taxes because of its failure to deliver

a form required hereunder, the Borrower shall take such steps as the Lender

shall reasonably request to assist the Lender to recover such Taxes.




 




(g)                                 Any

Lender claiming any additional amounts payable pursuant to this

Section 2.14 shall use reasonable efforts (consistent with its internal

policy and legal and regulatory restrictions) to change the jurisdiction of its

Applicable Lending Office(s) if the making of such a change would avoid the

need for, or reduce the amount of, any such additional amounts that may

thereafter accrue and would not, in the reasonable judgment of such Lender, be

otherwise disadvantageous to such Lender.




 




(h)                                 Any

request by any Lender for payment of any amount under this Section 2.14 shall

identify with reasonable specificity the basis for calculation of such amount,

but such Lender shall not be required to disclose any confidential or

proprietary information therein.




 




SECTION

2.15.  Set-Off; Sharing of Payments, Etc.




 




(a)                                  Without limiting any of the obligations of the

Borrower or the rights of the Lenders hereunder, if the Borrower shall fail to

pay when due (whether at stated maturity, by acceleration or otherwise) any

amount payable by it hereunder or under any Note each Lender may, without prior

notice to the Borrower (which notice is expressly waived by it to the fullest

extent permitted by applicable law), set off and appropriate and apply against

such amount any and all deposits (general or special, time or demand,

provisional or final, in any currency, matured or unmatured) and other

obligations and liabilities at any time held or owing by such Lender or any

branch or agency thereof to or for the credit or account of the Borrower.  Each Lender shall promptly provide notice of

such set-off to the Borrower, provided that failure by such Lender to

provide such notice shall not give the Borrower any cause of action or right to

damages or affect the validity of such set-off and application.




 




(b)                                 If

any Lender shall obtain any payment

(whether voluntary, involuntary, through the exercise of any right of set–off,

or otherwise) on account of the Advances made by it (other than pursuant to

Section 2.02(c), 2.11, 2.14 or 8.04(c)) in excess of its ratable share of

payments on account of the Advances obtained by all the Lenders, such Lender

shall forthwith purchase from the other Lenders such participations in the

Advances made by them as shall be necessary to cause such purchasing Lender to

share the excess payment ratably with each of them; provided, however,

that if all or any portion of such excess payment is thereafter recovered from

such purchasing Lender, such purchase from each Lender shall be rescinded and

such Lender shall repay to the purchasing Lender the purchase price to the

extent of such recovery together with an amount equal to such Lender’s ratable

share (according to the proportion of (i) the amount of such Lender’s

required repayment to (ii) the total amount so recovered from the purchasing

Lender) of any interest or other amount paid or payable by the purchasing

Lender in respect of the total amount so recovered.  The Borrower agrees that any Lender so purchasing a




 




27





























 




participation from another Lender pursuant to this Section 2.15 may, to

the fullest extent permitted by law, exercise all its rights of payment

(including the right of set-off) with respect to such participation as fully as

if such Lender were the direct creditor of the Borrower in the amount of such

participation.




 




SECTION

2.16.  Right to Replace a Lender.  If (i) the Borrower is required to make any

additional payment pursuant to Section 2.11 or 2.14 to any Lender, (ii) if any

Lender’s obligation to make or Continue, or to Convert Advances into,

Eurodollar Rate Advances shall be suspended pursuant to Section 2.12 or (iii)

any Lender defaults in its obligation to make Advances hereunder (in each case,

such Lender being an “Affected Person”), the Borrower may elect, if such

amounts continue to be charged or such suspension is still effective, to

replace such Affected Person as a party to this Agreement; provided

that, no Default or Event of Default shall have occurred and be continuing at

the time of such replacement; and provided  further that,

concurrently with such replacement, (i) another financial institution

which is an Eligible Assignee and is reasonably satisfactory to the Borrower

and the Administrative Agent shall agree, as of such date, to purchase for cash

the Advances of the Affected Person pursuant to an Assignment and Acceptance

and to become a Lender for all purposes under this Agreement and to assume all

obligations (including all outstanding Advances) of the Affected Person to be

terminated as of such date and to comply with the requirements of Section 8.06

applicable to assignments, and (ii) the Borrower shall pay to such

Affected Person in same day funds on the day of such replacement all interest,

fees and other amounts then due and owing to such Affected Person by the

Borrower hereunder to and including the date of termination, including without

limitation payments due such Affected Person under Section 2.11 and 2.14.




 




SECTION 2.17.  Evidence of Indebtedness.




 




(a)                                  Each

Lender shall maintain in accordance with its usual practice an account or

accounts evidencing the indebtedness of the Borrower to such Lender resulting

from each Advance made by such Lender, including the amounts of principal and

interest payable and paid to such Lender from time to time hereunder.




 




(b)                                 The

Administrative Agent shall maintain accounts in which it shall record

(i) the date, amount, Type, interest rate and duration of Interest Period

(if applicable) of each Advance made hereunder, (ii) the amount 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 of any sum received by

the Administrative Agent hereunder for the account of the Lenders and each

Lender’s share thereof.




 




(c)                                  The

entries made in the accounts maintained pursuant to clause (a) or (b) of this

Section 2.17 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 accounts or any error therein shall

not in any manner affect the obligation of the Borrower to repay the Advances

in accordance with the terms of this Agreement.




 




28





























 




ARTICLE 3




CONDITIONS

OF LENDING




 




SECTION

3.01.  Conditions Precedent to Initial Borrowing.  The obligation of each Lender to make an

Advance on the occasion of the initial Borrowing is subject to the condition

precedent that the Administrative Agent shall have received (unless waived) on

or before August 28, 2002, the following, each (unless otherwise specified

below) dated the Effective Date, in form and substance reasonably satisfactory

to the Administrative Agent and (except for the items in clauses (a), (b), (c)

and (d)) in sufficient copies for each Lender:




 




(a)                                  Certified

copies of (x) the charter and by-laws of the Borrower, (y) the resolutions of

the Board of Directors of the Borrower authorizing and approving this Agreement

and the transactions contemplated hereby, and (z) all documents evidencing

other necessary corporate action and governmental approvals, if any, with

respect to this Agreement;




 




(b)                                 A

certificate of the Secretary or an Assistant Secretary of the Borrower

certifying the names and true signatures of the officers of the Borrower

authorized to sign this Agreement and the other documents to be delivered

hereunder;




 




(c)                                  A

certificate from the Secretary of State of the State of Delaware dated a date

reasonably close to the date hereof as to the good standing of and charter

documents filed by the Borrower;




 




(d)                                 A

favorable opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special

counsel to the Borrower, substantially in the form of Exhibit C hereto;




 




(e)                                  A

favorable opinion of Milbank, Tweed, Hadley & McCloy LLP, special New York

counsel to the Administrative Agent, substantially in the form of Exhibit D

hereto;




 




(f)                                    A

certificate of a Responsible Officer of the Borrower certifying that (i) no

Default or Event of Default as of the date thereof has occurred and is

continuing, and (ii) the representations and warranties contained in

Section 4.01 are true and correct in all material respects on and as of

the date thereof as if made on and as of such date; and




 




(g)                                 Such

other approvals, opinions and documents relating to this Agreement and the

transactions contemplated hereby as the Administrative Agent or any Lender may,

through the Administrative Agent, reasonably request.




 




SECTION

3.02.  Conditions Precedent to Each Borrowing.  The obligation of each Lender to make an

Advance on the occasion of each Borrowing (including the initial Borrowing)

shall be subject to the further conditions precedent that on the date of such

Borrowing the following statements shall be true (and each of the giving of the

applicable Notice of Borrowing and the acceptance by the Borrower of the

proceeds of such Borrowing shall constitute a representation and warranty by

the Borrower that on the date of such Borrowing such statements are true):




 




29





























 




(a)                                  the

representations and warranties contained in Section 4.01 (not including, in the

case of any Borrowing after the initial Borrowing, the Excluded

Representations) are true and correct in all material respects on and as of the

date of such Borrowing (other than any such representation and warranty that

expressly speaks as of a date other than the date thereof, in which case such

representation and warranty shall be true and correct in all material respects

on and as of such other date as if made on and as of said date), before and

after giving effect to such Borrowing and to the application of the proceeds

therefrom, as though made on and as of such date; and




 




(b)                                 No

Event of Default or event, which, with the giving of notice or the passage of

time or both, would be an Event of Default, has occurred and is continuing, or

would result from such Borrowing or from the application of the proceeds.




 




ARTICLE 4




REPRESENTATIONS

AND WARRANTIES




 




SECTION

4.01.  Representations and Warranties of the

Borrower.  The Borrower

represents, warrants and agrees as follows:




 




(a)                                  The

Borrower and each of its Subsidiaries (i) is duly organized, validly existing

and in good standing under the laws of its jurisdiction of organization, (ii)

is duly qualified and in good standing as a foreign corporation in each other

jurisdiction in which it owns or leases property or in which the conduct of its

business requires it to so qualify or be licensed and where, in each case,

failure to so qualify and be in good standing could have a Material Adverse

Effect and (iii) has all requisite corporate power and authority to own or

lease and operate its properties and to carry on its business as now conducted

and as proposed to be conducted.




 




(b)                                 The

execution, delivery and performance by the Borrower of this Agreement are

within the Borrower’s corporate powers, have been duly authorized by all

necessary corporate action, and do not (i) contravene the Borrower’s

charter, by-laws or other organizational documents, (ii) contravene any

contractual restriction binding on the Borrower or (iii) violate any law,

rule or regulation (including, without limitation, the Securities Act of 1933

and the Exchange Act and the regulations thereunder, and Regulations U and

X issued by the Board of Governors of the Federal Reserve System, each as

amended from time to time), or order, writ, judgment, injunction, decree,

determination or award.  The Borrower is

not in violation of any such law, rule, regulation, order, writ, judgment,

injunction, decree, determination or award or in breach of any contractual

restriction binding upon it, except for such violation or breach which would

not have a Material Adverse Effect.




 




(c)                                  No

authorization or approval or other action by, and no notice to or filing with,

the SEC or any other Governmental Authority or regulatory body is required

(other than those which have been obtained) for the due execution, delivery and

performance by the Borrower of this Agreement.




 




30





























 




(d)                                 This

Agreement constitutes a legal, valid and binding obligation of the Borrower,

enforceable against the Borrower in accordance with its terms.




 




(e)                                  (i)  The Borrower has heretofore furnished to

each of the Lenders its unaudited Consolidated balance sheet and statements of

income, stockholders’ equity and cash flows as at and for the three-month

period ended March 31, 2002, and such financial statements fairly present, in

all material respects, the Consolidated financial condition and results of

operations of the Borrower and its Subsidiaries as at the date thereof and for

such three-month period, all in accordance with GAAP (subject, in the case of

such financial statements as at March 31, 2002, to normal year-end audit

adjustments); (ii) the Borrower has heretofore furnished to each of the Lenders

its audited Consolidated balance sheet and statements of income, stockholders’

equity and cash flows as at and for the fiscal year ended December 31, 2001,

and such financial statements fairly present, in all material respects, the

Consolidated financial condition and results of operations of the Borrower and

its Subsidiaries as at the date thereof and for such fiscal year, all in

accordance with GAAP; and (iii) since December 31, 2001, there has

been no material adverse change in the business, condition (financial or

otherwise), results of operations or prospects of the Borrower and its

Subsidiaries, taken as a whole.




 




(f)                                    Other

than as disclosed in filings of the Borrower with the SEC, prior to the date of

this Agreement, there is no action pending or threatened in writing or

proceeding affecting the Borrower or any of its Subsidiaries before any court,

governmental agency or arbitrator which (i) is reasonably likely to have a

Material Adverse Effect or (ii) purports to adversely affect this

Agreement or the transactions contemplated hereby.




 




(g)                                 The

Borrower is not engaged in the business of extending credit for the purpose of

buying or carrying Margin Stock, and no proceeds of any Advance will be used

for the purpose, whether immediate, incidental or ultimate, of buying or

carrying Margin Stock.  The Borrower is,

and after applying the proceeds of each Advance, will be in compliance with its

obligations under Section 5.01(b). 

If requested by any Lender or the Administrative Agent, the Borrower

will furnish to the Administrative Agent and each Lender a statement in

conformity with the requirements of Federal Reserve Form U–1 referred to

in Regulation U, the statements made in which shall be such, in the opinion of

each Lender, as to permit the transactions contemplated hereby in accordance

with Regulation U.




 




(h)                                 The

Borrower is not an “investment company”, or a Person “controlled by” an

“investment company”, as such terms are defined in the Investment Company Act

of 1940, as amended.




 




(i)                                     All

written information that has been made available by the Borrower or any of its

representatives to the Administrative Agent or any Lender in connection with

the negotiation of this Agreement was, on or as of the dates on which such

information was made available, complete and correct in all material respects

and did not contain any untrue statement of a material fact or omit to state a

fact necessary to make the statements contained therein not misleading in light

of the time and circumstances under which such




 




31





























 




statements were

made.  All financial projections that

have been prepared by the Borrower and made available to the Administrative

Agent or any Lender in connection with the negotiation of this Agreement have

been prepared in good faith based upon reasonable assumptions (it being

understood that such projections are subject to significant uncertainties and contingencies,

many of which are beyond the Borrower’s control and no assurance can be given

that the projections will be realized). 

There is no fact known to the Borrower that has had, or would reasonably

be expected to have, a Material Adverse Effect and that has not been disclosed

herein or in such other documents, certificates and statements furnished to the

Lenders for use in connection with the transactions contemplated by this

Agreement.




 




(j)                                     Other

than the NASD Employee Retirement Plan, neither the Borrower nor any other

member of the Controlled Group maintains, or is obligated to contribute to, any

Multiemployer Plan or Multiple Employer Plan or has incurred, or is reasonably

expected to incur, any withdrawal liability to any Multiemployer Plan. Each

Plan complies in all material respects with all applicable requirements of law

and regulations, except where noncompliance would not have a Material Adverse

Effect. Neither the Borrower nor any member of the Controlled Group has, with

respect to any Plan, failed to make any material contribution or pay any

material amount required under Section 412 of the Code or Section 302 of ERISA

or the terms of such Plan. The Borrower has not engaged in any prohibited

transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in

connection with any Plan which may reasonably be expected to have a Material

Adverse Effect. Within the last five years neither the Borrower nor any member

of the Controlled Group has engaged in a transaction which resulted in a Single

Employer Plan or Multiple Employer Plan with an Unfunded Liability being

transferred out of the Controlled Group which would reasonably be expected to

have a Material Adverse Effect.  No

Termination Event has occurred or is reasonably expected to occur with respect

to any Plan which is subject to Title IV of ERISA.




 




(k)                                  The

Borrower and each of its Significant Subsidiaries is in compliance with all

laws, statutes, rules, regulations and orders binding on or applicable to the

Borrower, its Subsidiaries and all of their respective properties, except to

the extent failure to so comply could not (either individually or in the

aggregate) reasonably be expected to have a Material Adverse Effect.




 




(l)                                     The

Borrower is, and after giving effect to the making of the Advances and the use

of proceeds thereof will be, Solvent.




 




32





























 




ARTICLE 5




COVENANTS OF

THE BORROWER




 




SECTION

5.01.  General Covenants.  So long as any Commitment remains in effect

or any amount remains payable by the Borrower under this Agreement, the

Borrower covenants and agrees that:




 




(a)           Financial Reporting.  The Borrower will furnish to the Lenders:




 




(i)                                     As

soon as practicable and in any event within 120 days after the close of each of

its fiscal years, the consolidated balance sheet of the Borrower and its

Consolidated Subsidiaries at the end of such year and the consolidated

statements of income, changes in stockholders’ equity and cash flows of the

Borrower and its Consolidated Subsidiaries for such year, with the unqualified

opinion thereon of independent certified public accountants of nationally

recognized standing prepared in accordance with GAAP.




 




(ii)                                  As

soon as practicable and in any event within 75 days after the close of each

quarterly period (other than the fourth quarterly period) of each of its fiscal

years, for itself and its Subsidiaries, a consolidated unaudited balance sheet

as at the close of each such period and consolidated income and cash flow

statements for the period from the beginning of such fiscal year to the end of

such quarter, all certified by its chief financial officer.




 




(iii)                               Together

with the financial statements required by clauses (i) and (ii), a compliance

certificate in substantially the form of Exhibit E hereto signed by the chief

financial officer of the Borrower showing the calculations necessary to

determine compliance with the covenants contained in Section 5.02 and stating

that no Default or Event of Default exists, or if any Default or Event of

Default exists, stating the nature and status thereof.




 




(iv)                              As

soon as possible and in any event within 30 days after the Borrower knows that

any Termination Event has occurred with respect to any Plan, a statement,

signed by the chief financial officer of the Borrower or his designee,

describing said Termination Event and the action which the Borrower proposes to

take with respect thereto.




 




(v)                                 Promptly

upon the filing thereof, copies of all registration statements and annual,

quarterly, monthly or other regular reports which the Borrower files with the

SEC or any securities exchange.




 




(vi)                              Such

other information concerning the Borrower and its business as the

Administrative Agent or any Lender may from time to time reasonably request.




 




(b)           Use of Proceeds.  The Borrower will use the proceeds of the

Advances solely for its general corporate purposes; provided that

neither the Administrative Agent nor any Lender shall have any responsibility

as to the use of any such proceeds.




 




33





























 




(c)                                  Certain

Notices.  The Borrower will

give prompt notice in writing to the Administrative Agent and the Lenders of

(i) the occurrence of any Default or Event of Default, (ii) Consolidated

Tangible Net Worth falling below the Initial Threshold and any subsequent

reduction thereof, together with an indication of the reason for such

reduction, and (iii) any other development, financial or otherwise, relating

specifically to the Borrower which has had a Material Adverse Effect.




 




(d)                                 Conduct

of Business.  The Borrower

will, and will cause each Significant Subsidiary to, do all things necessary

(if applicable) to remain duly incorporated, validly existing and in good

standing as a corporation in its jurisdiction of incorporation and maintain all

requisite authority to conduct its business in each jurisdiction in which its

business is conducted except where such failure to remain in good standing or

to maintain such authority would not reasonably be expected to have a Material

Adverse Effect; provided that nothing herein shall prevent the

consummation of a transaction that is expressly excepted from the provisions of

Section 6.01(f) by the proviso thereto.




 




(e)                                  Taxes.  The Borrower will, and will cause each

Significant Subsidiary to, pay when due all material taxes, assessments and

governmental charges and levies upon it or its income, profits or Property,

except those which are being contested in good faith by appropriate proceedings

and with respect to which adequate reserves have been set aside.




 




(f)                                    Insurance.  The Borrower will, and will cause each

Significant Subsidiary to, maintain with financially sound and reputable

insurance companies insurance on all or substantially all of its Property, or

shall maintain self-insurance, in such amounts and covering such risks as is

consistent with sound business practice for Persons in substantially the same

industry as the Borrower or such Significant Subsidiary, and the Borrower will

furnish to any Lender upon request full information as to the insurance carried.




 




(g)                                 Compliance

with Laws.  The Borrower

will, and will cause each Significant Subsidiary to, comply with all laws,

rules, regulations, orders, writs, judgments, injunctions, decrees or awards to

which it may be subject (including ERISA), except where the failure to so

comply would not reasonably be expected to have a Material Adverse Effect.




 




(h)                                 Maintenance

of Properties.  The Borrower

will, and will cause each Significant Subsidiary to, do all things necessary to

maintain, preserve, protect and keep its Property in good repair, working order

and condition, and make all necessary and proper repairs, renewals and

replacements so that its business carried on in connection therewith may be

properly conducted at all times, except where the failure to so maintain,

preserve, protect and repair could not reasonably be expected to have a

Material Adverse Effect.




 




(i)                                     Inspection.  Subject to Section 8.12, upon the occurrence

and during the continuance of an Event of Default, the Borrower will, and will

cause each Subsidiary to, permit the Administrative Agent and the Lenders

(coordinated through the




 




34





























 




Administrative Agent), by their respective

representatives and agents, to inspect any of the Property, corporate books and

financial records of the Borrower and each Subsidiary, to examine and make

copies of the books of accounts and other financial records of the Borrower and

each Subsidiary, and to discuss the affairs, finances and accounts of the

Borrower and each Subsidiary with, and to be advised as to the same by, their

respective officers upon reasonable notice and at such reasonable times and

intervals as the Lenders may designate.




 




(j)            Merger.  The Borrower will not, nor will it permit

any Subsidiary to, merge or consolidate with or into any other Person, except

that (a) a Subsidiary may merge into the Borrower or a Wholly-Owned Subsidiary

and (b) the Borrower or any Subsidiary may merge or consolidate with any other

Person provided that, prior to and after giving effect to such merger or

consolidation, no Default or Event of Default shall exist.




 




(k)           Sale of Assets.  The Borrower will not, nor will it permit

any Subsidiary to, lease, sell or otherwise dispose of all or substantially all

of its Property to any other Person(s) in any twelve month period; provided

that, any Subsidiary may lease, sell or otherwise dispose of its Property to

any other Subsidiary.




 




(l)            Liens.  The Borrower will not, nor will it permit

any Subsidiary to, create, incur, or suffer to exist any Lien in or on the

Property of the Borrower or any of its Subsidiaries, except:




 




(i)                                     Liens

for taxes, assessments or governmental charges or levies on its Property if the

same shall not at the time be delinquent or thereafter can be paid without penalty,

or are not material and are paid promptly upon receipt of notice of nonpayment,

or are being contested in good faith and by appropriate proceedings and for

which adequate reserves in accordance with GAAP shall have been set aside on

its books;




 




(ii)                                  Liens

imposed by law, such as carriers’, warehousemen’s, materialmen, landlord’s,

carrier’s and mechanics’ liens and other similar liens arising in the ordinary

course of business which secure payment of obligations not more than 60 days

past due or which are being contested in good faith by appropriate proceedings

and for which adequate reserves shall have been set aside on its books;




 




(iii)                               Liens

arising out of pledges or deposits under worker’s compensation laws,

unemployment insurance, old age pensions, or other social security or

retirement benefits, or similar legislation, including, without limitation,

statutory deposits under applicable insurance laws;




 




(iv)                              Liens

existing on the Closing Date and described in Schedule II hereto;




 




(v)                                 any

Lien existing on any Property of any Person at the time such Person becomes a

Subsidiary of the Borrower and not created in contemplation of such event; provided

that no such Lien shall extend to or cover any other Property;




 




35





























 




(vi)                              purchase

money Liens upon or in any Property acquired or held by the Borrower or any of

its Subsidiaries in the ordinary course of business to secure the purchase

price of such Property or to secure Indebtedness incurred for the purpose of

financing the acquisition, construction or improvement of such Property, or

Liens existing on any such Property at the time of or within one year of its

acquisition or the completion of the construction or improvement thereof, provided,

however, that no such Lien shall extend to or cover any Property other

than the Property being acquired, constructed or improved;




 




(vii)                           any

Lien on any Property of any Person existing at the time such Person is merged,

acquired or consolidated with or into the Borrower or a Subsidiary of the

Borrower and not created in contemplation of such event, provided that

no such Lien shall extend to or cover any other Property;




 




(viii)                        any Lien

existing on any Property prior to the acquisition thereof by the Borrower or a

Subsidiary thereof and not created in contemplation of such acquisition; provided

that no such Lien shall extend to or cover any other Property;




 




(ix)                                Permitted

Liens;




 




(x)                                   Liens

consisting of the interest of the lessor in Property under Capital Lease

Obligations; provided, however, that no such Lien shall extend to

or cover any Property other than the Property subject to such Capital Lease

Obligations;




 




(xi)                                Liens

arising in connection with repurchase agreements, reverse purchase agreements

and other similar agreements for the purchase, sale or loan of securities; provided

that no such Lien shall extend to or cover any Property other than the

securities thereto;




 




(xii)                             Liens

on Property of any Subsidiary of the Borrower securing obligations owing to the

Borrower or any of its other Subsidiaries;




 




(xiii)                          the

replacement, extension or renewal of any Lien otherwise permitted under this

Section upon or in the same Property theretofore subject thereto; provided

that no such extension, renewal or replacement shall extend to or cover any

Property not theretofore subject to the Lien being extended, renewed or

replaced; and




 




(xiv)                         other

Liens securing Indebtedness and other obligations up to an aggregate principal

amount at any time outstanding and not exceeding 10% of Consolidated Tangible

Net Worth.




 




SECTION

5.02.  Financial Covenants.  So long as any Commitment remains in effect

or any amount remains payable under this Agreement, the Borrower covenants and

agrees that:




 




(a)           The Borrower shall not

permit the ratio of (i) Consolidated Total Long-Term Indebtedness to

(ii) Consolidated Capitalization at any time to be greater than 1.0 to

1.0.




 




36





























 




(b)  (i)              The Borrower shall not permit Consolidated

Tangible Net Worth to be at any time less than the Initial Threshold.




 




(ii)                                  Notwithstanding

the foregoing, Consolidated Tangible Net Worth may be reduced below the Initial

Threshold as a result of Share Repurchases, but in no event shall the Borrower

permit Consolidated Tangible Net Worth to be at any time less than the sum of

(x) $100,000,000 plus (y) an amount equal to 50% of Consolidated Net

Income (if positive) for each fiscal quarter of the Borrower commencing with

the fiscal quarter ending September 30, 2002 plus (z) an amount equal to 75% of

net proceeds of any public equity offering by the Borrower or any Subsidiary

after the date hereof.




 




(c)                                  

The Borrower shall not permit its ratio of (i) Consolidated EBIT for any fiscal

quarter of the Borrower to (ii) Consolidated Interest Expense for such fiscal

quarter to be less than 2.0 to 1.0.




 




ARTICLE 6




EVENTS OF

DEFAULT




 




SECTION

6.01.  Events of Default.  If any of the following events (“Events

of Default”) shall occur and be continuing:




 




(a)                                  The

Borrower shall fail to pay any principal of any Advance when the same becomes

due and payable; or the Borrower shall fail to pay any interest on any Advance,

or any Facility Fee or Utilization Fee, or any other amount whatsoever payable

hereunder when due and such failure remains unremedied for five Business Days;

or




 




(b)                                 Any

representation or warranty made by the Borrower herein or by the Borrower in

connection with this Agreement or any certificate furnished hereunder shall

prove to have been incorrect in any material respect when made or deemed made;

or




 




(c)                                  (i)

The Borrower shall fail to perform or observe any term, covenant or agreement

contained in Sections 5.01(b), (c)(i), (j) or (k) or in Section 5.02 or (ii)

the Borrower shall fail to perform or observe in any material respect any other

term, covenant or agreement contained in this Agreement on its part to be

performed or observed, and such failure remains unremedied for 45 days after

notice thereof shall have been given to the Borrower by the Administrative

Agent or the Administrative Agent on behalf of any Lender; or




 




(d)                                 The

Borrower or any of its Subsidiaries shall fail to pay any principal of any

other Indebtedness of the Borrower which is outstanding in an aggregate

principal amount of at least $50,000,000, or its equivalent in other currencies

(in this clause (d) called “Material Indebtedness”), in the aggregate

when the same becomes due and payable (whether at scheduled maturity, by

required prepayment, acceleration, demand or otherwise); or any other event

shall occur or condition shall exist under any agreement or instrument relating

to any Material Indebtedness and shall continue after the applicable grace

period, if any, specified in such agreement or instrument, if the effect of

such event or condition is to accelerate, or to permit the acceleration of, the

maturity of any Material




 




37





























 




Indebtedness, or to

require the same to be prepaid or defeased (other than by a regularly required

payment); or




 




(e)                                  The

Borrower or any of its Subsidiaries shall generally not pay its debts as such

debts become due, or shall admit in writing its inability to pay its debts

generally as they become due, or shall make a general assignment for the

benefit of creditors; or any proceeding shall be instituted by or against the

Borrower or any of its Subsidiaries seeking to adjudicate it a bankrupt or

insolvent, or seeking liquidation, winding up, reorganization, arrangement,

adjustment, protection, relief, or composition of it or its debts under any law

relating to bankruptcy, insolvency or reorganization or relief of debtors, or

seeking the entry of an order for relief or the appointment of a receiver,

trustee, custodian or other similar official for it or for any substantial part

of its property and, in the case of any such proceeding instituted against the

Borrower or any of its Subsidiaries, such proceeding shall remain undismissed

or unstayed for a period of 60 days; or the Borrower or any of its Subsidiaries

shall take any corporate action to authorize any of the actions set forth above

in this subsection (e); or




 




(f)                                    A

Change in Control shall occur; provided that it is not an Event of

Default if the Borrower:  (x) consolidates with or becomes a

party to a merger with any other Person or (y) sells, transfers, leases, or otherwise disposes of all or substantially

all of its assets to any Person for consideration which represents the fair

market value of such assets (as determined in good faith by the Board of

Directors of the Company) at the time of such sale or other disposition if (i)

the Person (if other than the Borrower) which results from such consolidation

or merger or which acquires the assets (the “surviving Person”) is a

Person organized under the laws of any state of the United States or the

District of Columbia or the laws of any country which is a member of the OECD

(other than Portugal and Italy), that is primarily engaged in the business of

acting as an operator of a securities market or similar to a national

securities exchange or national market system under the laws of any such

jurisdiction, (ii) the due and punctual payment of the principal, fees, if any,

and interest on the Borrowings, and the due and punctual performance and

observation of all of the covenants in the credit agreement to be performed or

observed by the Borrower are expressly assumed in writing by the surviving

Person and the surviving Person shall furnish to the Lenders an opinion of

counsel reasonably satisfactory to the Lenders to the effect that the

instrument of assumption has been duly authorized, executed and delivered, has

been approved by all necessary governmental action, and constitutes the legal,

valid and binding contract and agreement of the surviving Person enforceable in

accordance with its terms, except as enforcement of such terms may be limited

by bankruptcy, insolvency, reorganization, moratorium and similar laws

affecting the enforcement of creditors’ rights generally and by general

equitable principles, and (iii) at the time of such consolidation or merger and

immediately after giving effect thereto, no Default or Event of Default would

exist.




 




(g)                                 Any

judgment or order for the payment of money in excess of $50,000,000 (excluding

for purposes of such determination such amount of any insurance proceeds paid

on behalf of the Borrower or any of its Subsidiaries in respect of such

judgment(s) or order(s) or unconditionally acknowledged in writing to be

payable by the insurance carrier that issued the related insurance policy)

shall be rendered against the




 




38





























 




Borrower or any of its

Subsidiaries and shall remain unsatisfied, and either  (i) enforcement proceedings shall have been commenced by any

creditor upon such judgment or order and such proceedings shall not have been

stayed or (ii) there shall be any period of 30 consecutive days during

which a stay of enforcement of such judgment or order, by reason of a pending

appeal or otherwise, shall not be in effect; or




 




(h)                                 The

Borrower or any member of its Controlled Group shall terminate, or the PBGC

shall institute proceedings under Title IV of ERISA to terminate, or to impose

liability (other than for premiums under Section 4007 of ERISA) in respect of,

or to cause a trustee to be appointed to administer, any Single Employer Plan

or Multiple Employer Plan having Unfunded Liabilities in excess of $50,000,000;




 




then, and in any such

event, the Administrative Agent (i) shall at the request, or may with the

consent, of the Majority Lenders, by notice to the Borrower, declare the

obligation of each Lender to make Advances to be terminated, whereupon the same

shall forthwith terminate, and (ii) shall at the request, or may with the

consent, of the Majority Lenders, by notice to the Borrower, declare the

Advances, all interest thereon and all other amounts payable under this

Agreement to be forthwith due and payable, whereupon the Advances, all such

interest and all such amounts shall become and be forthwith due and payable,

without presentment, demand, protest or further notice of any kind, all of

which are hereby expressly waived by the Borrower; provided, however,

that in the event of an Event of Default with respect to the Borrower of the

kind referred to in clause (e) above, (A) the obligation of each Lender to make

Advances shall automatically be terminated and (B) the Advances, all such

interest and all such amounts shall automatically become and be due and

payable, without presentment, demand, protest or any notice of any kind, all of

which are hereby expressly waived by the Borrower.




 




ARTICLE 7




THE

ADMINISTRATIVE AGENT




 




SECTION

7.01.  Authorization and Action.  Each Lender hereby appoints and authorizes

the Administrative Agent to take such action as administrative agent on its

behalf and to exercise such powers under this Agreement as are delegated to the

Administrative Agent by the terms hereof, together with such powers as are

reasonably incidental thereto.  As to

any matters not expressly provided for by this Agreement (including, without

limitation, enforcement or collection of the Advances), the Administrative

Agent shall not be required to exercise any discretion or take any action, but

shall be required to act or to refrain from acting (and shall be fully

protected in so acting or refraining from acting) upon the instructions of the

Majority Lenders, and such instructions shall be binding upon all Lenders; provided,

however, that the Administrative Agent shall not be required to take any

action which exposes the Administrative Agent to personal liability or which is

contrary to this Agreement or applicable law. 

The Administrative Agent agrees to give to each Lender prompt notice of

each notice given to it by the Borrower pursuant to the terms of this

Agreement.




 




SECTION

7.02.  Administrative Agent’s Reliance, Etc.  Neither the Administrative Agent nor any of

its directors, officers, agents or employees shall be liable to the Lenders for

any action taken or omitted to be taken by it or them under or in connection

with this Agreement, except for its or their own gross negligence or willful

misconduct.  Without




 




39





























 




limitation of the

generality of the foregoing, the Administrative Agent: (i) may consult

with legal counsel (including counsel for the Borrower), independent public

accountants and other experts selected by it and shall not be liable to the

Lenders for any action taken or omitted to be taken in good faith by it in

accordance with the advice of such counsel, accountants or experts; (ii) makes

no warranty or representation to any Lender and shall not be responsible to any

Lender for any statements, warranties or representations (whether written or

oral) made in or in connection with this Agreement; (iii) shall not have any

duty to ascertain or to inquire as to the performance or observance of any of

the terms, covenants or conditions of this Agreement on the part of the

Borrower or to inspect the property (including the books and records) of the

Borrower or any of its Subsidiaries; (iv) shall not be responsible to any Lender

for the due execution, legality, validity, enforceability, genuineness,

sufficiency or value of this Agreement or any other instrument or document

furnished pursuant hereto; and (v) shall incur no liability to the Lenders

under or in respect of this Agreement by acting upon any notice, consent,

certificate or other instrument or writing (which may be by telecopier,

telegram, cable or telex) believed by it to be genuine and signed or sent by

the proper party or parties.




 




SECTION

7.03.  Citibank and Affiliates.  With respect to its Commitment and the

Advances made by it, Citibank shall have the same rights and powers under this

Agreement as any other Lender and may exercise the same as though it were not

the Administrative Agent; and the term “Lender” or “Lenders” shall, unless

otherwise expressly indicated, include Citibank in its individual

capacity.  Citibank and its Affiliates

may accept deposits from, lend money to, act as trustee under indentures of,

and generally engage in any kind of business with, the Borrower, any of its

Subsidiaries and any Person who may do business with or own securities of the

Borrower or any such Subsidiary, all as if Citibank were not the Administrative

Agent and without any duty to account therefor to the Lenders.




 




SECTION

7.04.  Lender Credit Decision.  Each Lender acknowledges that it has,

independently and without reliance upon the Administrative Agent or any other

Lender and based on the financial statements referred to in Section 4.01 and

such other documents and information as it has deemed appropriate, made its own

credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will,

independently and without reliance upon the Administrative Agent or any other

Lender and based on such documents and information as it shall deem appropriate

at the time, continue to make its own credit decisions in taking or not taking

action under this Agreement.




 




SECTION

7.05.  Indemnification.  The Lenders agree to indemnify the

Administrative Agent (to the extent not reimbursed by the Borrower), ratably

according to the respective amounts of their Commitments, from and against any

and all liabilities, obligations, losses, damages, penalties, actions,

judgments, suits, costs, expenses or disbursements of any kind or nature

whatsoever which may be imposed on, incurred by, or asserted against the

Administrative Agent in any way relating to or arising out of this Agreement or

any action taken or omitted by the Administrative Agent under this Agreement; provided

that no Lender shall be liable for any portion of such liabilities,

obligations, losses, damages, penalties, actions, judgments, suits, costs,

expenses or disbursements found in a final-non-appealable judgment by a court

of competent jurisdiction to have resulted from the Administrative Agent’s

gross negligence or willful misconduct. 

Without limiting the foregoing, each Lender agrees to reimburse the

Administrative Agent promptly upon demand for its ratable share of any




 




40





























 




out-of-pocket expenses

(including counsel fees) incurred by the Administrative Agent in connection

with the preparation, execution, delivery, administration, modification,

amendment or enforcement (whether through negotiations, legal proceedings or

otherwise) of, or legal advice in respect of rights or responsibilities under,

this Agreement, to the extent that the Administrative Agent is not reimbursed

for such expenses by the Borrower.




 




SECTION

7.06.  Successor Administrative Agent.  The Administrative Agent may resign at any

time by giving written notice thereof to the Lenders and the Borrower and may

be removed at any time with or without cause by the Majority Lenders.  Upon any such resignation or removal, the

Majority Lenders shall have the right to appoint a successor Administrative

Agent that, unless a Default or Event of Default shall have occurred and then

be continuing, is reasonably acceptable to the Borrower.  If no successor Administrative Agent shall

have been so appointed by the Majority Lenders, and shall have accepted such

appointment, within 30 days after the retiring Administrative Agent’s giving of

notice of resignation or the Majority Lenders’ removal of the retiring

Administrative Agent, then the retiring Administrative Agent may, on behalf of

the Lenders, appoint a successor Administrative Agent, which shall be a

commercial bank organized under the laws of the United States of America or of

any State thereof and having total assets of at least $1,000,000,000.  Upon the acceptance of any appointment as

Administrative Agent hereunder by a successor Administrative Agent, such

successor Administrative Agent shall thereupon succeed to and become vested

with all the rights, powers, privileges and duties of the retiring Administrative

Agent, and the retiring Administrative Agent shall be discharged from its

duties and obligations under this Agreement. 

After any retiring Administrative Agent’s resignation or removal

hereunder as Administrative Agent, the provisions of this Article 7 shall inure

to its benefit as to any actions taken or omitted to be taken by it while it

was Administrative Agent under this Agreement.




 




SECTION

7.07.  Sole Lead Arranger and Sole Book Manager.  The Sole Lead Arranger and Sole Book Manager

named on the cover page of this Agreement, in their capacities as such, shall

have no obligation, responsibility or required performance hereunder and shall

not become liable in any manner hereunder to any party hereto.




 




ARTICLE 8




MISCELLANEOUS




 




SECTION

8.01.  Amendments, Etc.  No amendment or waiver of any provision of

this Agreement, nor consent to any departure by the Borrower therefrom, shall

in any event be effective unless the same shall be in writing and signed by the

Borrower and the Majority Lenders, and then such waiver or consent shall be

effective only in the specific instance and for the specific purpose for which

given; provided, however, that no amendment, waiver or consent

shall, unless in writing and signed by all the Lenders, do any of the following:  (a) increase or extend the Commitments of

such Lenders (other than an increase of the Commitments pursuant to

Section 2.04(c)), (b) reduce the principal of, or interest on, the

Notes or any fees (other than the Administrative Agent’s fee referred to in

Section 2.03(c)) or other amounts payable hereunder, (c) postpone any date

fixed for any payment of principal of, or interest on, the Advances or any fees

(other than the Administrative Agent’s fee referred to in Section 2.03(c))

or other amounts payable hereunder, (d) change the percentage of the

Commitments or of the




 




41





























 




aggregate unpaid principal amount of the Advances, or the number of

Lenders, which shall be required for the Lenders or any of them to take any

action hereunder or (e) amend this Section 8.01; provided  further

that no amendment, waiver or consent shall, unless in writing and signed by the

Administrative Agent in addition to the Lenders required above to take such

action, affect the rights or duties of the Administrative Agent under this

Agreement.  This Agreement and the

agreement referred to in Section 2.03(c) constitute the entire agreement of the

parties with respect to the subject matter hereof and thereof.




 




SECTION

8.02.  Notices, Etc.  All notices and other communications

provided for hereunder shall be in writing and mailed or delivered by hand:




 




(a)                                  if

to the Borrower:




The Nasdaq Stock Market,

Inc.




80 Merritt Blvd.




Trumbull, CT 06611




 




Attention:  Treasury Department




 




Telephone No.:  203-385-5873




 




and with a copy to:




 




The Nasdaq Stock Market,

Inc.




1801 K Street, N.W.




Washington, D.C. 20006




 




Attention:  Office of General Counsel




    Contracts

Group




 




Telephone No.:  202-728-8875




 




(b)                                 if

to the Administrative Agent:




 




Citibank, N.A.




Two Penns Way, Suite 200




New Castle, Delaware  19720




 




Attention:  Vincent Farrell




 




Telephone No.:  302-894-6032




Telecopier No.:  302-894-6120




 




(c)                                  if

to any Lender, at the Domestic Lending Office specified in the Administrative

Questionnaire of such Lender;




 




or, as to the Borrower or the Administrative Agent, at such other

address as shall be designated by such party in a written notice to the other

parties and, as to each other party, at such other




 




42





























 




address as shall be designated by such party in a written notice to the

Borrower and the Administrative Agent. 

All such notices and communications shall be deemed to have been duly

given or made (i) in the case of hand deliveries, when delivered by hand, and

(ii) in the case of mailed notices, three Business Days after being deposited

in the mail, postage prepaid, except that notices and communications to the

Administrative Agent pursuant to Article 2 or 7 shall not be effective until

received by the Administrative Agent.




 




SECTION

8.03.  No Waiver; Remedies.  No failure on the part of any Lender or the

Administrative Agent to exercise, and no delay in exercising, any right

hereunder shall operate as a waiver thereof; nor shall any single or partial

exercise of any such right preclude any other or further exercise thereof or

the exercise of any other right.  The

remedies herein provided are cumulative and not exclusive of any remedies

provided by law.




 




SECTION

8.04.  Costs, Expenses and Indemnification.




 




(a)                                  The

Borrower agrees to pay and reimburse on demand all reasonable out-of-pocket

costs and expenses of the Administrative Agent and the Arranger in connection

with the preparation, execution, delivery, administration, modification and

amendment of this Agreement and the other documents to be delivered hereunder,

including, without limitation, the reasonable fees and out–of–pocket

expenses of counsel for the Administrative Agent with respect thereto and with

respect to advising the Administrative Agent as to its rights and

responsibilities under this Agreement. 

The Borrower further agrees to pay promptly all costs and expenses, if

any (including, without limitation, reasonable counsel fees and out-of-pocket

expenses of the Administrative Agent and each of the Lenders), properly

incurred by the Administrative Agent or any Lender in connection with the

enforcement (whether through negotiations, legal proceedings or otherwise) of

this Agreement and the other documents to be delivered hereunder, including,

without limitation, reasonable counsel fees and expenses in connection with the

enforcement of rights under this Section 8.04(a).  Such reasonable fees and out-of-pocket expenses shall be

reimbursed by the Borrower upon presentation to the Borrower of a statement of

account, regardless of whether this Agreement is executed and delivered by the

parties hereto or the transactions contemplated by this Agreement are

consummated.




 




(b)                                 The

Borrower hereby agrees to indemnify the Administrative Agent, Salomon Smith

Barney Inc., each Lender and each of their respective Affiliates and their

respective officers, directors, employees, agents, advisors and representatives

(each, an “Indemnified Party”) from and against any and all direct

claims, damages, losses, liabilities and expenses (including, without

limitation, reasonable fees and out-of-pocket disbursements of counsel), joint

or several, that may be incurred by or asserted or awarded against any

Indemnified Party, in each case arising out of or in connection with or

relating to any investigation, litigation or proceeding or the preparation of

any defense with respect thereto arising out of or in connection with or

relating to this Agreement or the transactions contemplated hereby or thereby

or any use made or proposed to be made with the proceeds of the Advances,

whether or not such investigation, litigation or proceeding is brought by the

Borrower, any of its stockholders or creditors, an Indemnified Party or any

other Person, or an Indemnified Party is otherwise a party thereto, and whether

or not any of the conditions precedent set forth in Article 3 are satisfied or

the other transactions contemplated by this Agreement are consummated, except

to the extent such direct claim, damage, loss, liability or expense is found




 




43





























 




in a final, non-appealable judgment by a court of competent

jurisdiction to have resulted from such Indemnified Party’s gross negligence or

willful misconduct.  The Borrower agrees

that no Indemnified Party shall have any liability (whether direct or indirect,

in contract, tort or otherwise) to the Borrower for or in connection with or

relating to this Agreement or the transactions contemplated hereby or thereby

or any use made or proposed to be made with the proceeds of the Advances,

except to the extent such liability is found in a final, non-appealable

judgment by a court of competent jurisdiction to have resulted from such

Indemnified Party’s gross negligence or willful misconduct, and the Borrower

waives, to the maximum extent not prohibited by law, any right it may have to

claim or recover in any legal action or proceeding referred to in this Section

8.04 any special, exemplary, punitive or consequential damages.  The agreements in this Section 8.04(b) shall

survive repayment of the Borrowings and all other amounts payable hereunder.




 




(c)                                  If

any payment of principal of, or Conversion or Continuation of, any Eurodollar

Rate Advance is made other than on the last day of an Interest Period for such

Advance as a result of any optional or mandatory prepayment, acceleration of

the maturity of the Advances pursuant to Section 6.01 or for any other reason,

the Borrower shall pay to the Administrative Agent for the account of such

Lender any amounts required to compensate such Lender for any additional

losses, costs or expenses (other than loss of profit) which it may reasonably

incur as a result of such payment, Continuation or Conversion and the

liquidation or reemployment of deposits or other funds acquired by any Lender

to fund or maintain such Advance.  A

certificate as to the amount of such losses, costs and expenses, submitted to

the Borrower and the Administrative Agent by such Lender, shall be conclusive

and binding for all purposes, absent manifest error.




 




SECTION

8.05.  Binding Effect.  This Agreement shall become effective when

it shall have been executed by the Borrower and the Administrative Agent and

when the Administrative Agent shall have been notified by each Bank that such

Bank has executed it and thereafter shall be binding upon and inure to the

benefit of the Borrower, the Administrative Agent and each Lender and their

respective successors and permitted assigns, except that the Borrower shall not

have the right to assign its rights hereunder or any interest herein without

the prior written consent of the Lenders.




 




SECTION

8.06.  Assignments and Participations.




 




(a)                                  Each

Lender may, with notice to and the consent of the Administrative Agent and,

unless an Event of Default shall have occurred and be continuing, the Borrower

(such consents not to be unreasonably withheld), assign to one or more banks or

other entities all or a portion of its rights and obligations under this

Agreement (including, without limitation, all or a portion of its Commitment

and the Advances owing to it); provided that:




 




(i)                                     each

such assignment shall be of a constant, and not a varying, percentage of all

rights and obligations of the assigning Lender under this Agreement,




 




(ii)                                  except

in the case of an assignment by a Lender to one of its Affiliates or to another

Lender, the amount of the Commitment of the assigning Lender being assigned

pursuant to each such assignment (determined as of the date of the Assignment

and




 




44





























 




Acceptance with respect

to such assignment) shall in no event (unless the Borrower and the

Administrative Agent otherwise agree) be less than the lesser of (x) such

Lender’s Commitment hereunder and (y) $10,000,000 or an integral multiple

of $1,000,000 in excess thereof,




 




(iii)                               each

such assignment shall be to an Eligible Assignee,




 




(iv)                              the

parties to each such assignment shall execute and deliver to the Administrative

Agent, for its acceptance and recording in the Register, an Assignment and

Acceptance, and




 




(v)                                 the

parties to each such assignment (other than the Borrower) shall deliver to the

Administrative Agent a processing and recordation fee of $3,500.




 




Upon such execution, delivery, acceptance and recording, from and after

the effective date specified in each Assignment and Acceptance, (x) the

assignee thereunder shall be a party hereto and, to the extent that rights and

obligations hereunder have been assigned to it pursuant to such Assignment and

Acceptance, have the rights and obligations of a Lender hereunder and (y) the

Lender assignor thereunder shall, to the extent that rights and obligations

hereunder have been assigned by it pursuant to such Assignment and Acceptance,

relinquish its rights and be released from its obligations under this Agreement

(and, in the case of an Assignment and Acceptance covering all or the remaining

portion of an assigning Lender’s rights and obligations under this Agreement,

such Lender shall cease to be a party hereto).




 




(b)                                 By

executing and delivering an Assignment and Acceptance, the Lender assignor

thereunder and the assignee thereunder confirm to and agree with each other and

the other parties hereto as follows: 

(i) other than as provided in such Assignment and Acceptance, such assigning

Lender makes no representation or warranty and assumes no responsibility with

respect to any statements, warranties or representations made in or in

connection with this Agreement or the execution, legality, validity,

enforceability, genuineness, sufficiency or value of this Agreement or any

other instrument or document furnished pursuant hereto; (ii) such assigning

Lender makes no representation or warranty and assumes no responsibility with

respect to the financial condition of the Borrower or the performance or

observance by the Borrower of any of its obligations under this Agreement or

any other instrument or document furnished pursuant hereto; (iii) such assignee

confirms that it has received a copy of this Agreement, together with copies of

the financial statements referred to in Section 4.01 and such other documents

and information as it has deemed appropriate to make its own credit analysis

and decision to enter into such Assignment and Acceptance; (iv) such assignee

will, independently and without reliance upon the Administrative Agent, such

assigning Lender or any other Lender and based on such documents and

information as it shall deem appropriate at the time, continue to make its own

credit decisions in taking or not taking action under this Agreement; (v) such

assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints

and authorizes the Administrative Agent to take such action as administrative

agent on its behalf and to exercise such powers under this Agreement as are

delegated to the Administrative Agent by the terms hereof, together with such

powers as are reasonably incidental thereto; and (vii) such assignee

agrees that it will perform in accordance with their terms all of the

obligations which by the terms of this Agreement are required to be performed

by it as a Lender.




 




45





























 




(c)                                  Upon

its receipt of an Assignment and Acceptance executed by an assigning Lender and

an assignee representing that it is an Eligible Assignee, the Administrative

Agent shall, if such Assignment and Acceptance has been completed (and the

Borrower and the Administrative Agent shall have consented to the relevant

assignment) and is in substantially the form of Exhibit B hereto,

(i) accept such Assignment and Acceptance, (ii) record the information

contained therein in the Register and (iii) give prompt notice thereof to the

Borrower.




 




(d)                                 The

Administrative Agent shall maintain at its address referred to in Section 8.02

a copy of each Assignment and Acceptance delivered to and accepted by it and a

register for the recordation of the names and addresses of each of the Lenders

and, with respect to Lenders, the Commitment of, and principal amount of the

Advances owing to, each such Lender from time to time (the “Register”).  The entries in the Register shall be

conclusive and binding for all purposes, absent manifest error, and the

Borrower, the Administrative Agent and the Lenders may treat each Person whose

name is recorded in the Register as a Lender hereunder for the purposes of this

Agreement.  The Register shall be

available for inspection by the Borrower or any Lender at any reasonable time

and from time to time upon reasonable prior notice.




 




(e)                                  Each

Lender may sell participations to one or more Persons in or to all or a portion

of its rights and obligations under this Agreement (including, without

limitation, all or a portion of its Commitment and the Advances owing to it); provided,

however, that (i) such Lender’s obligations under this Agreement

(including, without limitation, its Commitment to the Borrower hereunder) shall

remain unchanged, (ii) such Lender shall remain solely responsible to the other

parties hereto for the performance of such obligations, (iii) the Borrower, the

Administrative Agent and the other Lenders shall continue to deal solely and

directly with such Lender in connection with such Lender’s rights and

obligations under this Agreement, and (iv) no participant under any such

participation agreement shall have any right to approve any amendment or waiver

of any provision of this Agreement, or to consent to any departure by the

Borrower therefrom, except to the extent that any such amendment, waiver or

consent would (x) reduce the principal of, or interest on, the Notes, in each

case to the extent the same are subject to such participation, or

(y) postpone any date fixed for the payment of principal of, or interest

on, the Advances, in each case to the extent the same are subject to such

participation.




 




(f)                                    Any

Lender may, in connection with any permitted assignment or participation or

proposed assignment or participation pursuant to this Section 8.06 and subject

to the provisions of Section 8.12, disclose to the assignee or participant

or proposed assignee or participant any information relating to the Borrower or

any of its Subsidiaries or Affiliates furnished to such Lender by or on behalf

of the Borrower.




 




(g)                                 Notwithstanding

any other provision set forth in this Agreement, any Lender may at any time,

without the consent of the Administrative Agent or the Borrower, create a

security interest in all or any portion of its rights under this Agreement

(including, without limitation, the Advances owing to it) in favor of any

Federal Reserve Bank in accordance with Regulation A of the Board of Governors

of the Federal Reserve System.




 




(h)                                 Notwithstanding

any other provision set forth in this Agreement, any Lender may at any time,

with notice to but without the consent of the Administrative Agent or




 




46





























 




the Borrower, assign to an Affiliate of such Lender (excluding any

Affiliate of such Lender primarily engaged in the insurance or mutual fund

business) all or any portion of its rights (but not its obligations) under this

Agreement.




 




SECTION

8.07.  Governing Law.  This Agreement shall be governed by, and

construed in accordance with, the law of the State of New York.




 




SECTION

8.08.  Severability.  In case any provision in this Agreement

shall be held to be invalid, illegal or unenforceable, such provision shall be

severable from the rest of this Agreement, as the case may be, and the

validity, legality and enforceability of the remaining provisions shall not in

any way be affected or impaired thereby.




 




SECTION

8.09.  Execution in Counterparts.  This Agreement may be executed in any number

of counterparts and by different parties hereto in separate counterparts, each

of which when so executed shall be deemed to be an original and all of which

taken together shall constitute one and the same agreement.  Any counterpart hereof may be executed and

delivered via telecopier, and each such counterpart so executed and delivered

shall have the same force and effect as an originally executed and delivered

counterpart hereof.




 




SECTION

8.10.  Survival.  The obligations of the Borrower under Sections 2.02(c),

2.14 and 8.04, and the obligations of the Lenders under Sections 7.05 and

8.12, shall survive the payment of all amounts owing under this Agreement and

the termination of the Commitments.  In addition,

each representation and warranty made, or deemed to be made by any Notice of

Borrowing, herein or pursuant hereto shall survive the making of such

representation and warranty, and no Lender shall be deemed to have waived, by

reason of making any Advance, any Default or Event of Default that may arise by

reason of such representation or warranty proving to have been false or

misleading, notwithstanding that such Lender or the Administrative Agent may

have had notice or knowledge or reason to believe that such representation or

warranty was false or misleading at the time such extension of credit was made.




 




SECTION

8.11.  Waiver of Jury Trial.  EACH OF THE BORROWER, THE ADMINISTRATIVE

AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT

PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL

PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS

CONTEMPLATED HEREBY.




 




SECTION

8.12.  Confidentiality.  Each Lender agrees to hold any confidential

information which it may receive from the Borrower or any of its Subsidiaries

or Affiliates pursuant to this Agreement in confidence and for use in

connection with this Agreement, including without limitation, for use in

connection with its rights and remedies hereunder, except for disclosure (a) to

other Lenders and their respective Affiliates, (b) to legal counsel,

accountants, and other professional advisors to such Lender, (c) to regulatory

officials, (d) as requested pursuant to or as required by law, regulation, or

legal process, (e) in connection with any legal proceeding to which such Lender

is a party and (f) to a proposed assignee or participant permitted under

Section 8.06 which shall have agreed in writing for the benefit of the Borrower




 




47





























 




and its Subsidiaries and Affiliates to keep such disclosed confidential

information confidential in accordance with this Section.




 




SECTION

8.13.  Relationship.  The relationship between the Borrower and

the Lenders and the Administrative Agent shall be solely that of borrower and

lender.  Neither the Administrative

Agent nor any Lender shall have any fiduciary responsibilities to the Borrower.

Neither the Administrative Agent nor any Lender undertakes any responsibility to

the Borrower to review or inform the Borrower of any matter in connection with

any phase of the Borrower’s business or operations.




 




48





























 




IN WITNESS WHEREOF, the parties hereto have caused

this Agreement to be executed by their respective officers thereunto duly

authorized, as of the date first above written.




 




	

   


  	

  Borrower


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  THE NASDAQ STOCK

  MARKET, INC.


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By


  	

     /s/

  Richard G. Ketchum


  	

   


  
	

   


  	

   


  	

  Name:


  	

  Richard G. Ketchum


  
	

   


  	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By


  	

     /s/

  David P. Warren


  	

   


  
	

   


  	

   


  	

  Name:


  	

  David P. Warren


  
	

   


  	

   


  	

  Title:


  	

  Executive Vice

  President


  and Chief Financial Officer


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  Administrative Agent


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  CITIBANK, N.A.,


  as Administrative Agent


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By


  	

     /s/

  Robert A. Danziger


  	

   


  
	

   


  	

   


  	

  Name:


  	

  Robert A. Danziger


  
	

   


  	

   


  	

  Title:


  	

  Attorney-in-Fact


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  Banks


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  CITIBANK, N.A.


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By


  	

     /s/

  Robert A. Danziger


  	

   


  
	

   


  	

   


  	

  Name:


  	

  Robert A. Danziger


  
	

   


  	

   


  	

  Title:


  	

  Attorney-in-Fact


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  CREDIT LYONNAIS NEW

  YORK BRANCH


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By


  	

     /s/

  W.S. Denton


  	

   


  
	

   


  	

   


  	

  Name:


  	

  W.S. Denton


  
	

   


  	

   


  	

  Title:


  	

  Senior Vice President


  
								





 




49





























 




	

   


  	

  BANK ONE, N.A.


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By


  	

     /s/ Andrea S. Kantor


  	

   


  
	

   


  	

   


  	

  Name:


  	

  Andrea S. Kantor


  
	

   


  	

   


  	

  Title:


  	

  Director


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  FIFTH THIRD BANK


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By


  	

     /s/

  Ann Pierson


  	

   


  
	

   


  	

   


  	

  Name:


  	

  Ann Pierson


  
	

   


  	

   


  	

  Title:


  	

  Corporate Banking

  Officer


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  RIGGS BANK, N.A.


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By


  	

     /s/

  Edward J. Goedecke


  	

   


  
	

   


  	

   


  	

  Name:


  	

  Edward J. Goedecke


  
	

   


  	

   


  	

  Title:


  	

  Vice President


  
						





 




50





























 




SCHEDULE

I




 




Banks and Commitments




 








	

  Bank


  	

   


  	

  Commitment


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Citibank,

  N.A.


  	

   


  	

  $


  	

  45,000,000


  	

   


  
	

  Credit

  Lyonnais New York Branch


  	

   


  	

  40,000,000


  	

   


  
	

  Bank

  One, N.A.


  	

   


  	

  25,000,000


  	

   


  
	

  Fifth

  Third Bank


  	

   


  	

  25,000,000


  	

   


  
	

  Riggs

  Bank, N.A.


  	

   


  	

  15,000,000


  	

   


  
	

  Total


  	

   


  	

  $


  	

  150,000,000


  	

   


  










 




Schedule I




 





























 




SCHEDULE

II




 




Existing Liens




 




	

  Secured

  Party


  	

   


  	

  Jurisdiction


  	

   


  	

  Date Filed


  	

   


  	

  File #


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  1.


  	

  Crestar Bank


  	

   


  	

  Connecticut


  	

   


  	

  5/22/97


  	

   


  	

  0001773025


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  2.


  	

  MCI

  Telecommunications Corporation assigned to 

  General Electric Capital 

  Corporation


  	

   


  	

  Connecticut


  	

   


  	

  5/26/98


  	

   


  	

  0001860


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  3.


  	

  Leasetec Corporation


  	

   


  	

  Connecticut


  	

   


  	

  7/24/00


  	

   


  	

  0002011460


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  4.


  	

  The Manifest Group


  	

   


  	

  Connecticut


  	

   


  	

  illegible


  	

   


  	

  00PN10777


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  5.


  	

  The Manifest Group


  	

   


  	

  Connecticut


  	

   


  	

  5/31/00


  	

   


  	

  00PN27274


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  6.


  	

  Crestar Bank


  	

   


  	

  Maryland


  	

   


  	

  5/20/97


  	

   


  	

  230B2110053


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  7.


  	

  IBM Corporation


  	

   


  	

  Maryland


  	

   


  	

  8/29/00


  	

   


  	

  1000218501000000


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  8.


  	

  Varilease Corporation


  	

   


  	

  Maryland


  	

   


  	

  10/29/96


  	

   


  	

  087B2110001


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  9.


  	

  MCI

  Telecommunications Corporation assigned to General Electric Capital

  Corporation


  	

   


  	

  New York


  	

   


  	

  6/25/98


  	

   


  	

  136359


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  10.


  	

  The Manifest Group


  	

   


  	

  New York


  	

   


  	

  3/13/00


  	

   


  	

  050117


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  11.


  	

  The Manifest Group


  	

   


  	

  New York


  	

   


  	

  5/26/00


  	

   


  	

  104341


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  12.


  	

  Compaq Financial Services


  	

   


  	

  New York


  	

   


  	

  1/22/02


  	

   


  	

  015103


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  13.


  	

  Crestar Bank


  	

   


  	

  Washington, D.C.


  	

   


  	

  5/22/97


  	

   


  	

  9700008112


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  14.


  	

  MCI

  Telecommunications Corporation assigned to General Electric Capital

  Corporation


  	

   


  	

  Washington, D.C.


  	

   


  	

  6/25/98


  	

   


  	

  9800011457


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  15.


  	

  The Manifest Group


  	

   


  	

  Washington, D.C.


  	

   


  	

  4/3/00


  	

   


  	

  2000031880


  





 




Schedule II




 





























 




EXHIBIT

A




 




NOTICE OF

BORROWING




 




Citibank, N.A., as

Administrative




Agent for the Lenders

parties




to the Credit Agreement




referred to below




Two Penns Ways, Suite 200




New Castle, Delaware  19720




Attention: 

[              ]




 




[Date]




 




Ladies and Gentlemen:




 




The undersigned, The

Nasdaq Stock Market, Inc. (the “Borrower”), refers to the 364-Day Credit

Agreement, dated as of August 29, 2002 (as from time to time amended, the “Credit

Agreement”, the terms defined therein being used herein as therein

defined), among the undersigned, certain Lenders parties thereto and Citibank,

N.A., as Administrative Agent for said Lenders, and hereby gives you notice,

irrevocably, pursuant to Section 2.02 of the Credit Agreement that the

undersigned hereby requests a Borrowing under the Credit Agreement, and in that

connection sets forth below the information relating to such Borrowing (the “Proposed

Borrowing”) as required by Section 2.02(a) of the Credit Agreement:




 




(i)                                     The

Business Day of the Proposed Borrowing is

                    

    ,

         .




 




(ii)                                  The

Type of Advances initially comprising the Proposed Borrowing is [Base Rate

Advances] [Eurodollar Rate Advances].




 




(iii)                               The

aggregate amount of the Proposed Borrowing is

$                      .




 




[(iv)                                The

initial Interest Period for each Advance made as part of the Proposed Borrowing

is           month[s]](1)




 




The undersigned hereby

certifies that the following statements are true on the date hereof, and will

be true on the date of the Proposed Borrowing:




 




(a)                                  the

representations and warranties contained in Section 4.01 (not including, in the

case of a Borrowing after the initial Borrowing, the Excluded Representations)

are correct in all material respects, before and after giving effect to the

Proposed Borrowing and to the application of the proceeds therefrom, as though

made on




 






















(1)                                  For

Eurodollar Rate Advances only.




 




Notice of

Borrowing




 





























 




and as of such date

(other than any such representation and warranty that, by its terms, refers to

a date other than the date hereof);




 




(b)                                 no

event has occurred and is continuing, or would result from such Proposed

Borrowing or from the application of the proceeds therefrom, which constitutes

an Event of Default or, to the best of the undersigned’s knowledge, a Default.




 




	

   


  	

  Very truly yours,


  	 

	

   


  	

   


  	 

	

   


  	

  THE NASDAQ STOCK

  MARKET, INC.


  	 

	

   


  	

   


  	 

	

   


  	

  By


  	

   


  	

   


  	 

	

   


  	

   


  	

  Title:


  
					





 




2





























 




EXHIBIT

B




 




ASSIGNMENT AND

ACCEPTANCE




 




Dated

                    

    ,

             




 




Reference is made to the

364-Day Credit Agreement dated as of August 29, 2002 (as from time to time

amended, the “Credit Agreement”) among The Nasdaq Stock Market, Inc., a

Delaware corporation (the “Borrower”), the Lenders (as defined in the

Credit Agreement) and Citibank, N.A., as Administrative Agent for the Lenders

(the “Administrative Agent”). 

Terms defined in the Credit Agreement are used herein with the same

meaning.




 




                            

(the “Assignor”) and

                            

(the “Assignee”) agree as follows:




 




1.                                       The

Assignor hereby sells and assigns to the Assignee, and the Assignee hereby

purchases and assumes from the Assignor, that interest in and to all of the

Assignor’s rights and obligations under the Credit Agreement as of the date

hereof which represents the percentage interest specified on Schedule 1 of all

outstanding rights and obligations under the Credit Agreement, including,

without limitation, such interest in the Assignor’s Commitment and the Advances

owing to the Assignor.  After giving

effect to such sale and assignment, the Assignee’s Commitment and the amount of

the Advances owing to the Assignee will be as set forth in Schedule 1.




 




2.                                       The

Assignor (i) represents and warrants that it is the legal and beneficial owner

of the interest being assigned by it hereunder and that such interest is free

and clear of any adverse claim; (ii) makes no representation or warranty and

assumes no responsibility with respect to any statements, warranties or

representations made in or in connection with the Credit Agreement or the

execution, legality, validity, enforceability, genuineness, sufficiency or

value of the Credit Agreement or any other instrument or document furnished

pursuant thereto; and (iii) makes no representation or warranty and

assumes no responsibility with respect to the financial condition of the Borrower

or the performance or observance by the Borrower of any of its obligations

under the Credit Agreement or any other instrument or document furnished

pursuant thereto.




 




3.                                       The

Assignee (i) confirms that it has received a copy of the Credit Agreement, together

with copies of the financial statements referred to in Section 4.01 thereof and

such other documents and information as it has deemed appropriate to make its

own credit analysis and decision to enter into this Assignment and Acceptance;

(ii) agrees that it will, independently and without reliance upon the

Administrative Agent, the Assignor or any other Lender and based on such

documents and information as it shall deem appropriate at the time, continue to

make its own credit decisions in taking or not taking action under the Credit

Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and

authorizes the Administrative Agent to take such action as administrative agent

on its behalf and to exercise such powers under the Credit Agreement as are

delegated to the Administrative Agent by the terms thereof, together with such

powers as are reasonably incidental thereto; (v) agrees that it




 




Assignment and

Acceptance




 





























 




will perform in

accordance with their terms all of the obligations which by the terms of the

Credit Agreement are required to be performed by it as a Lender; [and] (vi)

specifies as its Domestic Lending Office (and address for notices) and

Eurodollar Lending Office the offices set forth beneath its name on the

signature pages hereof [and (vii) attaches the forms prescribed by the Internal

Revenue Service of the United States certifying as to the Assignee’s status for

purposes of determining exemption from United States withholding taxes with

respect to all payments to be made to the Assignee under the Credit Agreement

or such other documents as are necessary to indicate that all such payments are

subject to such rates at a rate reduced by an applicable tax treaty].(1)




 




4.                                       Following

the execution of this Assignment and Acceptance by the Assignor and the

Assignee and the consent of the Borrower, it will be delivered to the

Administrative Agent for acceptance and recording by the Administrative

Agent.  The effective date of this

Assignment and Acceptance shall be the date of acceptance thereof by the

Administrative Agent, unless otherwise specified on Schedule 1 hereto (the “Effective

Date”).




 




5.                                       Upon

such acceptance and recording by the Administrative Agent, as of the Effective

Date, (i) the Assignee shall be a party to the Credit Agreement and, to the

extent provided in this Assignment and Acceptance, have the rights and

obligations of a Lender thereunder and (ii) the Assignor shall, to the extent

provided in this Assignment and Acceptance, relinquish its rights and be

released from its obligations under the Credit Agreement.




 




6.                                       Upon

such acceptance and recording by the Administrative Agent, from and after the

Effective Date, the Administrative Agent shall make all payments under the

Credit Agreement in respect of the interest assigned hereby (including, without

limitation, all payments of principal, interest, Facility Fee and Utilization

Fee with respect thereto) to the Assignee. 

The Assignor and Assignee shall make all appropriate adjustments in

payments under the Credit Agreement for periods prior to the Effective Date

directly between themselves.




 




7.                                       This

Assignment and Acceptance shall be governed by, and construed in accordance

with, the law of the State of New York.




 




IN WITNESS WHEREOF, the

parties hereto have caused this Assignment and Acceptance to be executed by

their respective officers thereunto duly authorized, as of the date first above

written, such execution being made on Schedule 1 hereto.




 






















(1)                                  If

the Assignee is organized under the laws of a jurisdiction outside the Untied

States.




 




2





























 




SCHEDULE 1




to




Assignment and Acceptance




 




Percentage assigned to

Assignee                                           %




 




Assignee’s Commitment                                                              $                             




 




Aggregate outstanding principal




 




amount of Advances

assigned                   $                             




 




Effective Date (if other

than




 




date of acceptance by




 




	

  Administrative Agent)*


  	

                        

       ,

            


  
	

   


  	

   


  
	

   


  	

  [NAME OF ASSIGNOR], as

  Assignor


  
	

   


  	

   


  
	

   


  	

  By


  	

   


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  
					





 




 




	

   


  	

  [NAME OF ASSIGNEE], as

  Assignee


  
	

   


  	

   


  
	

   


  	

  By


  	

   


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  
	

   


  	

   


  
	

   


  	

  Domestic Lending

  Office:


  
	

   


  	

   


  
	

   


  	

  Eurodollar Lending

  Office:


  





 






















*              This date should be no earlier than the date of

acceptance by the Administrative Agent.




 




	

  Accepted this

          day


  
	

   


  	

  of

               ,

         


  
	

   


  	

   


  
	

  CITIBANK, N.A., as


  
	

   


  	

  Administrative Agent


  
	

   


  	

   


  
	

  By


  	

   


  	

   


  
	

  Title:


  
	

   


  	

   


  
	

  CONSENTED TO:


  
	

   


  	

   


  
	

  THE NASDAQ STOCK

  MARKET, INC.


  
	

   


  
	

  By


  	

   


  	

   


  
	

  Title:


  
							





 




 





























 




EXHIBIT C




 




[Form of Opinion

of Special Counsel to the Borrower]




 




[date]




 




To each Bank listed




on Schedule I hereto




 




Re: The Nasdaq Stock Market, Inc. Credit Agreement




 




Ladies and Gentlemen:




 




We have acted as special counsel to The Nasdaq Stock

Market, Inc., a Delaware corporation (the “Company”), in connection with

the preparation, execution and delivery of the  364-Day Credit Agreement

dated as of August 29, 2002  (the “Credit Agreement”), among the

Company, Citibank, N.A., as administrative agent (in such capacity, the “Agent”),

Salomon Smith Barney Inc. as sole lead arranger and sole book manager and the

Banks (as defined in the Credit Agreement) and certain other agreements,

instruments and documents related to the Credit Agreement. This opinion is

being delivered pursuant to Section 3.01(d) of the Credit Agreement.




 




In our examination we have assumed the genuineness of all

signatures including endorsements, the legal capacity of natural persons, the

authenticity of all documents submitted to us as originals, the conformity to

original documents of all documents submitted to us as facsimile, electronic,

certified or photostatic copies, and the authenticity of the originals of such

copies.  As to any facts material to this

opinion which we did not independently establish or verify, we have relied upon

statements and representations of the Company and its officers and other representatives

and of public officials, including the facts and conclusions set forth therein.

Capitalized terms used herein and not otherwise defined herein shall have the

same meanings herein as ascribed thereto in the Credit Agreement.




 




In rendering the opinions set forth herein, we have

examined and relied on originals or copies of the following:




 




(a)  the Credit

Agreement;




 




(b)  the

certificate of [David P. Warren, Executive Vice President and Chief Financial

Officer] of the Company, dated the date hereof, a copy of which is attached as Exhibit

A hereto (the “Officer’s Certificate”);




 




(c)  certified

copies of the Restated Certificate of Incorporation and By-laws of the Company;




 




Opinion of Counsel of the

Borrower




 





























 




(d)  a

certified copy of certain resolutions of the Board of Directors of the Company

adopted on March 13, 2002;




 




(e)  a

certificate, dated August 19, 2002, from the Secretary of State of the State of

Delaware as to the Company’s existence and good standing in the State of

Delaware; and




 




(f)  such other

documents as we have deemed necessary or appropriate as a basis for the

opinions set forth below.




 




We express no opinion as to the laws of any

jurisdiction other than (i) the Applicable Laws of the State of New York, (ii)

the Applicable Laws of the United States of America (including, without

limitation, Regulations U and X of the Federal Reserve Board) and (iii) the

General Corporation Law of the State of Delaware (the “DGCL”).




 




“Applicable Contracts” mean those agreements or

instruments set forth on Schedule I to the Officer’s Certificate and

which have been identified to us as all the agreements and instruments which

are material to the business or financial condition of the Company.  “Applicable Laws” shall mean those

laws, rules and regulations which, in our experience, are normally applicable

to transactions of the type contemplated by the Credit Agreement, without our

having made any special investigation as to the applicability of any specific

law, rule or regulation, and which are not the subject of a specific opinion

herein referring expressly to a particular law or laws.  “Governmental Approval” means any

consent, approval, license, authorization or validation of, or filing,

recording or registration with, any governmental authority pursuant to the

Applicable Laws of the State of New York, the Applicable Laws of the United

States of America (including, without limitation, Regulations U and X of the

Federal Reserve Board) and the DGCL.  “Applicable

Orders” means those orders or decrees of governmental authorities

identified on Schedule II to the Officer’s Certificate.




 




Based upon the foregoing and subject to the

limitations, qualifications, exceptions and assumptions set forth herein, we

are of the opinion that:




 




1.  Based

solely on our review of the certificate described in clause (e) above, the

Company has been duly formed and is validly existing and in good standing under

the Applicable Laws of the State of Delaware.




 




2.  The Company

has the corporate power and authority to execute, deliver and perform all of

its obligations under the Credit Agreement under the Applicable Laws of the

State of Delaware.  The execution and

delivery of the Credit Agreement and the consummation by the Company of the transactions

contemplated thereby have been duly authorized by all requisite corporate

action on the part of the Company under the Applicable Laws of the State of

Delaware.  The Credit Agreement has been

duly executed and delivered by the Company under the Applicable Laws of the

State of Delaware.




 




2





























 




3.  The Credit

Agreement constitutes the valid and binding obligation of the Company

enforceable against the Company in accordance with its terms under the

Applicable Laws of the State of New York.




 




4.  The

execution and delivery by the Company of the Credit Agreement and the

performance by the Company of its obligations under the Credit Agreement, in

accordance with its terms, does not (i) conflict with the Restated Certificate

of Incorporation or By-laws of the Company, (ii) constitute a violation of, or

a default under, any Applicable Contracts or (iii) cause the creation of any

security interest or lien upon any of the property of the Company pursuant to

any Applicable Contracts.  We do not

express any opinion, however, as to whether the execution, delivery or

performance by the Company of the Credit Agreement will constitute a violation

of, or a default under, any covenant, restriction or provision with respect to

financial ratios or tests or any aspect of the financial condition or results

of operations of the Company.  We call

to your attention that certain of the Applicable Contracts are governed by laws

other than those as to which we express our opinion.  We express no opinion as to the effect of such other laws on the

opinions herein stated.




 




5.  Neither the

execution, delivery or performance by the Company of the Credit Agreement nor

the compliance by the Company with the terms and provisions thereof will

contravene any provision of any Applicable Law of the State of New York, the

DGCL or any Applicable Law of the United States of America.




 




6.  No

Governmental Approval, which has not been obtained or taken and is not in full

force and effect, is required to authorize, or is required in connection with,

the execution or delivery of any of the Credit Agreement by the Company or the

enforceability of any of the Credit Agreement against the Company except those

Governmental Approvals set forth in Schedule III to the Officer’s

Certificate.




 




7.  Neither the

execution, delivery or performance by the Company of its obligations under the

Credit Agreement nor compliance by the Company with the terms thereof will

contravene any Applicable Order against the Company.




 




8.  The Company

is not and, solely after giving effect to the Credit Agreement and the

application of the proceeds thereof as described therein, will not be an

“investment company” as such term is defined in the Investment Company Act of

1940, as amended.




 




Our opinions are subject to the following assumptions

and qualifications:




 




(a) 

enforcement may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium or other similar laws affecting creditors’ rights

generally and by general principles of equity (regardless of whether enforcement

is sought in equity or at law);




 




(b)  we have

assumed that the Credit Agreement constitutes the valid and binding obligation

of each party to the Credit Agreement (other than the Company) enforceable

against such other party in accordance with its terms;




 




3





























 




(c)  the

execution, delivery and performance of any of its obligations under the Credit

Agreement do not and will not conflict with, contravene, violate or constitute

a default under (i) any lease, indenture, instrument or other agreement to

which the Company or its property is subject (other than the Applicable

Contracts as to which we express our opinion in paragraph 4 herein), (iii) any

rule, law or regulation to which the Company is subject (other than Applicable

Laws of the State of New York, the DGCL and Applicable Laws of the United

States of America as to which we express our opinion in paragraph 5 herein) or

(iv) any judicial or administrative order or decree of any governmental

authority (other than Applicable Orders as to which we express our opinion in

paragraph 7 herein);




 




(d)  no

authorization, consent or other approval of, notice to or filing with any

court, governmental authority or regulatory body (other than Governmental

Approvals as to which we express our opinion in paragraph 6 herein) is required

to authorize or is required in connection with the execution, delivery or

performance by the Company of the Credit Agreement or the transactions

contemplated thereby;




 




(e)  we express

no opinion as to the effect on the opinions expressed herein of (i) the

compliance or non-compliance of the Agent or any party (other than the Company)

to the Credit Agreement with any state, federal or other laws or regulations

applicable to them or (ii) the legal or regulatory status or the nature of the

business of any party;




 




(f)  we express

no opinion as to the enforceability of any rights to contribution or

indemnification provided for in the Credit Agreement which are violative of the

public policy underlying any law, rule or regulation (including any federal or

state securities law, rule or regulation);




 




(g)  we express

no opinion on the enforceability of any provision in the Credit Agreement

purporting to prohibit, restrict or condition the assignment of rights under

the Credit Agreement to the extent such restriction on assignability is

governed by the Uniform Commercial Code; 

and




 




(h)  we express

no opinion with respect to any provision of the Credit Agreement to the extent

it authorizes or permits any purchaser of a participation interest to set -off

or apply any deposit, property or indebtedness with respect to any

participation interest.




 




This opinion is being furnished only to you in

connection with the Credit Agreement and is solely for your benefit and is not

to be used, circulated, quoted or otherwise referred to for any other purpose

or relied upon by any other person or entity for any purpose without our prior

written consent.




 




Very truly yours,




 




 




 




 




 




4





























 




EXHIBIT

D




 




[Form of Opinion

of Special New York




Counsel to the

Administrative Agent]




 




[date]




 




To the Banks party to the




Credit Agreement referred

to




below




Citibank, N.A., as

Administrative




Agent




388 Greenwich Street




New York, New York  10013




 




Ladies and Gentlemen:




 




We have acted as special

New York counsel to Citibank, N.A. (the “Administrative Agent”), as

Administrative Agent, in connection with the 364-Day Credit Agreement dated as

of August 29, 2002 (the “Credit Agreement”) among The Nasdaq Stock

Market, Inc. (the “Borrower”), the lenders named therein and the

Administrative Agent, providing for loans to be made by said lenders to the

Borrower in an aggregate principal amount not exceeding $150,000,000.  Terms defined in the Credit Agreement are used

herein as defined therein.  This opinion

is being delivered pursuant to Section 3.01(e) of the Credit Agreement.




 




In rendering the opinions

expressed below, we have examined the Credit Agreement.  In our examination, we have assumed the

genuineness of all signatures, the authenticity of all documents submitted to

us as originals and the conformity with authentic original documents of all

documents submitted to us as copies.




 




In rendering the opinions

expressed below, we have assumed, with respect to the Credit Agreement, that:




 




(i)                                     the

Credit Agreement has been duly authorized by, have been duly executed and

delivered by, and (except to the extent set forth in the opinions below as to

the Borrower) constitutes legal, valid, binding and enforceable obligations of,

all of the parties thereto;




 




(ii)                                  all

signatories to the Credit Agreement have been duly authorized;




 




(iii)                               all

of the parties to the Credit Agreement are duly organized and validly existing

and have the power and authority (corporate or other) to execute, deliver and

perform the Credit Agreement; and




 





























 




(iv)                              all

governmental approvals required for the Borrower to make and perform the Credit

Agreement have been obtained and are in full force and effect.




 




Based upon and subject to

the foregoing and subject also to the comments and qualifications set forth

below, and having considered such questions of law as we have deemed necessary

as a basis for the opinions expressed below, we are of the opinion that the

Credit Agreement constitutes the legal, valid and binding obligation of the

Borrower, enforceable against the Borrower in accordance with its terms, except

as may be limited by bankruptcy, insolvency, reorganization, moratorium or

other similar laws relating to or affecting the rights of creditors generally

and except as the enforceability of the Credit Agreement is subject to the

application of general principles of equity (regardless of whether considered

in a proceeding in equity or at law), including, without limitation, (a) the

possible unavailability of specific performance, injunctive relief or any other

equitable remedy and (b) concepts of materiality, reasonableness, good faith

and fair dealing.




 




The foregoing opinions

are subject to the following comments and qualifications:




 




(a)                                  The

enforceability of Section 8.04(b) of the Credit Agreement may be limited by

laws limiting the enforceability of provisions exculpating or exempting a party

from, or requiring indemnification of a party for, its own action or inaction,

to the extent such action or inaction involves gross negligence, recklessness

or willful or unlawful conduct.




 




(b)                                 The

enforceability of provisions in the Credit Agreement to the effect that terms

may not be waived or modified except in writing may be limited under certain

circumstances.




 




(c)                                  We

express no opinion as to (i) the effect of the laws of any jurisdiction in

which any Lender is located (other than the State of New York) that limit the

interest, fees or other charges such Lender may impose, or

(ii) Section 2.15 of the Credit Agreement.




 




The foregoing opinions

are limited to matters involving the Federal laws of the United States and the

law of the State of New York, and we do not express any opinion as to the laws

of any other jurisdiction.




 




2





























 




This opinion letter is,

pursuant to Section 3.01(e) of the Credit Agreement, provided to you by us

in our capacity as special New York counsel to the Administrative Agent and may

not be relied upon by any Person for any purpose other than in connection with

the transactions contemplated by the Credit Agreement without, in each

instance, our prior written consent.




 




Very truly yours,




 




 




WFC/RW




 




[File No. 26653-47100]




 




3





























 




EXHIBIT E




 




COMPLIANCE

CERTIFICATE




 




To:                              The

Lenders parties to the




Credit Agreement Described Below




 




This Compliance Certificate is furnished pursuant to

that certain 364-Day Credit Agreement dated as of August 29, 2002 (as amended,

modified, renewed or extended from time to time, the “Agreement”) among

the Borrower, the banks named therein, Salomon Smith Barney Inc., as Sole

Arranger and Book Manager and Citibank, N.A., as Administrative Agent for the

Lenders.  Unless otherwise defined

herein, capitalized terms used in this Compliance Certificate have the meanings

ascribed thereto in the Agreement.




 




THE UNDERSIGNED HEREBY CERTIFIES THAT:




 




1.                                       I

am the duly elected Chief Financial Officer of the Borrower;




 




2.                                       I

have reviewed the terms of the Agreement and I have made, or have caused to be

made under my supervision, a detailed review of the transactions and conditions

of the Borrower and its Subsidiaries during the accounting period covered by

the attached financial statements;




 




3.                                       The

examinations described in paragraph 2 did not disclose, and I have no knowledge

of, the existence of any condition or event which constitutes a Default or an

Event of Default during or at the end of the accounting period covered by the

attached financial statements or as of the date of this Certificate, except as

set forth below; and




 




4.                                       Schedule

I attached hereto sets forth financial data and computations evidencing the

Borrower’s compliance with certain covenants of the Agreement, all of which

data and computations are true, complete and correct.




 




Described below are the exceptions, if any, to

paragraph 3 by listing, in detail, the nature of the condition or event, the

period during which it has existed and the action which the Borrower has taken,

is taking, or proposes to take with respect to each such condition or event:




 








	

   


  
	

   


  
	

   


  
	

   


  










 




 




The foregoing certifications, together with the computations set forth

in Schedule I hereto and the financial statements delivered with this

Certificate in support hereof, are made and delivered this

       

day of                   ,

20    .




 








	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  










 





























 




Schedule

I to




Compliance

Certificate




 




SCHEDULE I TO COMPLIANCE

CERTIFICATE




 




Schedule of Compliance as

of

[                ]

with


Provisions of Sections 5.02(a), 5.02(b) and 5.02(c) of


the Agreement




 




 




	

  1.


  	

   


  	

  Section 5.02(a)


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  A.


  	

   


  	

  Consolidated Total Long-Term Indebtedness


  	

   


  	

  $


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  B.


  	

   


  	

  Consolidated Capitalization


  	

   


  	

  $


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  C.


  	

   


  	

  Ratio of A to B


  	

   


  	

   


  	

   


  	

  :1.0


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  D.


  	

   


  	

  Permitted Ratio


  	

   


  	

  Not greater than

  1.0:1.0


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  Complies         Does Not Comply

            


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  2.


  	

   


  	

  Section 5.02(b)


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  A.


  	

   


  	

  Consolidated Tangible Net Worth


  	

   


  	

  $


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  B.


  	

   


  	

  50% of Consolidated Net Income (if positive)


  	

   


  	

  $


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  C.


  	

   


  	

  75% of net proceeds from any public equity offering


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  D.


  	

   


  	

  Sum of (i) $175,000,000, (ii) B and (iii) C:


  	

   


  	

  $


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  E.


  	

   


  	

  Comparison of A and D


  	

   


  	

  A >/< D


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  Complies

              Does Not Comply

            


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  3.


  	

   


  	

  Section 5.02(c)


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  A.


  	

   


  	

  Consolidated EBIT


  	

   


  	

  $


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  B.


  	

   


  	

  Consolidated Interest Expense


  	

   


  	

  $


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  C.


  	

   


  	

  Ratio of A to B


  	

   


  	

   


  	

   


  	

  :1.0


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  D.


  	

   


  	

  Permitted Ratio


  	

   


  	

  Not less than 2.0:1.0


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  Complies

              Does Not Comply

            


  	

   


  	

   


  	

   


  
											





 





























 




EXHIBIT

F-1




 




[FORM OF

NEW LENDER SUPPLEMENT]




 




SUPPLEMENT, dated

                       ,

to the Credit Agreement dated as of August 29, 2002 (as the same may be

amended, supplemented or otherwise modified from time to time, the “Credit

Agreement”), among THE NASDAQ STOCK MARKET, INC., a corporation organized

under the laws of Delaware (the “Borrower”), the several banks and other

financial institutions parties thereto (the “Lenders”), and CITIBANK,

N.A., as administrative agent (in such capacity, the “Administrative Agent”)

for the Lenders.




 




W I T N

E S S E T H :




 




WHEREAS, the Credit Agreement provides in subsection

2.04(c)(ii) thereof that any bank, financial institution or other entity,

although not originally a party thereto, may become a party to the Credit

Agreement with the consent of the Borrower and the Administrative Agent by

executing and delivering to the Borrower and the Administrative Agent a

supplement to the Credit Agreement in substantially the form of this

Supplement; and




 




WHEREAS, the undersigned was not an original party to

the Credit Agreement but now desires to become a party thereto;




 




NOW, THEREFORE, the undersigned hereby agrees as

follows:




 




1.                                       The

undersigned agrees to be bound by the provisions of the Credit Agreement, and

agrees that it shall, on the date this Supplement is accepted by the Borrower

and the Administrative Agent, become a Lender for all purposes of the Credit

Agreement to the same extent as if originally a party thereto, with a

Commitment of $       .




 




2.                                       The

undersigned (a) represents and warrants that it is legally authorized to enter

into this Supplement; (b) confirms that it has received a copy of the Credit

Agreement, together with copies of the financial statements delivered pursuant

to subsection 3.01 thereof and such other documents and information as it has

deemed appropriate to make its own credit analysis and decision to enter into

this Supplement; (c) agrees that it has made and will, independently and

without reliance upon the Administrative Agent or any other Lender and based on

such documents and information as it shall deem appropriate at the time,

continue to make its own credit decisions in taking or not taking action under

the Credit Agreement or any instrument or document furnished pursuant hereto or

thereto; (d) appoints and authorizes the Administrative Agent to take such

action as administrative agent on its behalf and to exercise such powers and

discretion under the Credit Agreement or any instrument or document furnished

pursuant hereto or thereto as are delegated to the Administrative Agent by the

terms thereof, together with such powers as are incidental thereto; and (e)

agrees that it will be bound by the provisions of the Credit Agreement and will

perform in accordance with its terms all the obligations which by the terms of

the Credit Agreement are required to be performed by it as a Lender including,

without limitation, if it is organized under the laws of a jurisdiction outside

the United States, its obligation pursuant to subsection 2.14(e) of the Credit

Agreement.




 





























 




3.                                       The

undersigned’s address for notices for the purposes of the Credit Agreement is

as follows:




 




4.                                       Terms

defined in the Credit Agreement shall have their defined meanings when used

herein.




 




IN WITNESS WHEREOF, the undersigned has caused this

Supplement to be executed and delivered by a duly authorized officer on the

date first above written.




 




	

   


  	

  [INSERT NAME OF LENDER]


  
	

   


  	

   


  
	

   


  	

  By


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  	

   


  
							





 




Accepted this         day of


                      ,

      .




 




THE NASDAQ STOCK MARKET, INC.




 




	

  By


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
						





 




Accepted this          

day of


                      ,

       .




 




CITIBANK, N.A., as Administrative Agent




 




	

  By


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
						





 




2





























 




EXHIBIT

F-2




 




[FORM OF

COMMITMENT INCREASE SUPPLEMENT]




 




SUPPLEMENT, dated

                     ,

to the Credit Agreement dated as of August 29, 2002 (as the same may be

amended, supplemented otherwise modified from time to time, the “Credit

Agreement”), among THE NASDAQ STOCK MARKET, INC., a corporation organized

under the laws of Delaware (the “Borrower”), the several banks and other

financial institutions parties thereto (the “Lenders”), and CITIBANK,

N.A., as administrative agent (in such capacity, the “Administrative Agent”)

for the Lenders.




 




W I T N

E S S E T H :




 




WHEREAS, the Credit Agreement provides in subsection

2.04(c) thereof that any Lender with (when applicable) the consent of the

Borrower may increase the amount of its Commitment by executing and delivering

to the Borrower and the Administrative Agent a supplement to the Credit

Agreement in substantially the form of this Supplement; and




 




WHEREAS, the undersigned now desires to increase the

amount of its Commitment under the Credit Agreement;




 




NOW THEREFORE, the undersigned hereby agrees as

follows:




 




1.                                       The

undersigned agrees, subject to the terms and conditions of the Credit

Agreement, that on the date this Supplement is accepted by the Borrower and the

Administrative Agent it shall have its Commitment increased by $

                ,

thereby making the amount of its Commitment

$                .




 




2.                                       Terms

defined in the Credit Agreement shall have their defined meanings when used

herein.




 





























 




IN WITNESS WHEREOF, the undersigned has caused this

Supplement to be executed and delivered by a duly authorized officer on the

date first above written.




 




	

   


  	

  [INSERT NAME OF LENDER]


  
	

   


  	

   


  
	

   


  	

  By


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  





 




Accepted this

                

day of


                            ,

        .




 




	

  THE NASDAQ STOCK MARKET, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By


  	

   


  	

   


  
	

   


  	

  Name:


  
	

   


  	

  Title:


  
				





 




 




Accepted this

                   

day of


                       ,

       .




 




	

  CITIBANK, N.A., as Administrative Agent


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By


  	

   


  	

   


  
	

   


  	

  Name:


  
	

   


  	

  Title:


  
				





 




2