obligations specifically stated herein; and (iv) the Dealer and their
respective affiliates may have interests that differ from those of the Issuer.
The Issuer hereby waives any claims that the Issuer may have against the Dealer
with respect to any breach of fiduciary duty in connection with the purchase and
sale of the Notes.
n Commercial Paper Dealer Agreement 4(2) Program n
10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first above written.
NYSE Euronext, Inc., as Issuer
Lehman Brothers Inc., as Dealer
By: /s/
Nelson Chai
By:
/s/ Christopher R. Conetta
Name:
Nelson Chai
Name: Christopher R. Conetta
Title: Executive Vice President & Chief Financial
Title: Senior
Vice President
Officer
n Commercial Paper Dealer Agreement 4(2) Program n
11
Addendum
The following additional clauses shall apply to the Agreement and be deemed a
part thereof.
The dealers under Section 1.2 are as follows:
Merrill Lynch Money Markets Inc.
4 World Financial Center
11th Floor
New York, NY 10080
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
11th Floor
New York, NY 10080
The addresses of the respective parties for purposes of notices under Section
7.1 are as follows:
For the Issuer:
Address: 11 Wall Street, New York, NY 10005-1974
Attention: Patrick F. Boyle
Telephone number: 212-656-5280
Fax number: 212-656-4399
For the Dealer:
Address: 745 Seventh Avenue, 4th floor, New York, New York 10019-6801
Attention: Product Management-Commercial Paper
Telephone number: 212-526-0731
Fax number: 646-758-4641
n Commercial Paper Dealer Agreement 4(2) Program n
12
Exhibit A
Form of Legend for Private Placement Memorandum and Notes
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES
THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT (I)
IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE
ISSUER AND THE NOTES, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY
DISTRIBUTION THEREOF AND (III) IT IS EITHER (A) AN INSTITUTIONAL INVESTOR THAT
IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT (AN
"INSTITUTIONAL ACCREDITED INVESTOR" AND (i) PURCHASING NOTES FOR ITS OWN
ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS AND
LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF THE
ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A FIDUCIARY OR
AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION) PURCHASING NOTES
FOR ONE OR MORE ACCOUNTS EACH OF WHICH ACCOUNTS IS SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR OR (B) A QUALIFIED INSTITUTIONAL BUYER ("QIB") WITHIN THE
MEANING OF RULE 144A UNDER THE ACT THAT IS ACQUIRING NOTES FOR ITS OWN ACCOUNT
OR FOR ONE OR MORE ACCOUNTS,