EX-10.1






EXECUTION COPY




FIRST AMENDMENT, dated as of October 9, 2009 (the “Amendment”), to the CREDIT
AGREEMENT, dated as of October 10, 2008 (the “Credit Agreement”), among CHICAGO MERCANTILE EXCHANGE
INC., a Delaware corporation (together with its successors and assigns, the “Company”) and a wholly
owned subsidiary of CME GROUP INC., the Banks, BANK OF MONTREAL, as Administrative Agent (in such
capacity, the “Administrative Agent”), and JPMORGAN CHASE BANK, N.A., as Collateral Agent (in such
capacity, the “Collateral Agent”).



W I T N E S S E T H :




WHEREAS, pursuant to the Credit Agreement, the Banks have agreed to extend credit to the
Company on the terms set forth in the Credit Agreement;



WHEREAS, the Company has requested that the Banks approve certain amendments to the Credit
Agreement; and



WHEREAS, pursuant to such request, the Banks have consented to amend the Credit Agreement
pursuant to the terms and conditions contained herein;



	 	 	 
	 	 	NOW, THEREFORE, the parties hereto hereby agree as follows:

	SECTION 1.
	 	DEFINITIONS.

	 	 	 







1.1 Defined Terms. Terms defined in the Credit Agreement and used herein shall have
the meanings given to them in the Credit Agreement unless otherwise defined herein or the context
otherwise requires.



	 	 	 	 	 	 	 
	SECTION 2.	 	AMENDMENTS.
	 	 	 
	 	 	 	2.1	 	 	Amendment of Article I (Definitions).

	 	 	 	 	 	 	 







(a) Article I of the Credit Agreement is hereby amended by adding the following terms in the
proper alphabetical order:




“First Amendment” means the First Amendment dated as of October 9, 2009 to this
Credit Agreement.




“First Amendment Effective Date” means October 9, 2009.



(b) The definition of “Revolving Credit Termination Date” in Article I of the Credit Agreement
is hereby amended by deleting the phrase “October 9, 2009” and replacing it with the phrase
“December 9, 2009”.



2.2 Amendment of Section 2.8 (Upfront Fee; Commitment Fee). (a) Subsection (b) of
Section 2.8 of the Credit Agreement is hereby amended by deleting the phrase “to and including the
Revolving Credit Termination Date” and replacing it with the phrase “to and including October 9,
2009”.



(b) Section 2.8 of the Credit Agreement is hereby amended by inserting the following new
subsection (c) at the end thereof:




(c) From October 10, 2009 to and including the Revolving Credit Termination
Date, the Company agrees to pay to the Administrative Agent for the ratable account
of the Banks a commitment fee of 15/100 of 1% per annum (on the basis of a year
consisting of 360 days for actual days elapsed) on the daily amount of each such
Bank’s ratable share (determined in proportion to its respective Commitment) of the
excess of (i) the amount of the Aggregate Commitment over (ii) the aggregate
principal amount of all outstanding Advances of the Banks, payable in arrears on the
last day of each November, February, May and August after the First Amendment
Effective Date, as applicable, and on the Revolving Credit Termination Date,
commencing on the first of such dates to occur after the First Amendment Effective
Date.



SECTION 3. MISCELLANEOUS.



3.1 Conditions to Effectiveness. This Amendment shall become effective on the date
(the “First Amendment Effective Date”) on which:



(a) Amendment. The Administrative Agent shall have received this Amendment, executed
and delivered by a duly authorized officer of each of the Company and each of the Banks.



(b) Acknowledgment and Confirmation. The Administrative Agent shall have received the
Acknowledgment and Confirmation, substantially in the form of Exhibit A hereto, executed and
delivered by an authorized officer of the Company, for itself and as Member Attorney-in-Fact on
behalf of each grantor named therein, and the New York Mercantile Exchange, Inc., as Member
Attorney-in-Fact on behalf of each grantor named therein.



(c) Payment of Fees, Expenses. The Company shall have paid all fees and expenses as
required pursuant to subsection 3.6 of this Amendment.



3.2 Representation and Warranties. After giving effect to the amendments contained
herein, on the First Amendment Effective Date the Company hereby confirms that the representations
and warranties set forth in Article VI of the Credit Agreement are true and correct in all material
respects (except to the extent such representations and warranties specifically refer to an earlier
date); provided that each reference in such Article VI to “this Agreement” shall be deemed
to include this Amendment and the Credit Agreement, as amended by this Amendment.



3.3 Continuing Effect; No Other Waivers or Amendments. This Amendment shall not
constitute an amendment or waiver of or consent to any provision of the Credit Agreement and the
other Loan Documents not expressly referred to herein and shall not be construed as an amendment,
waiver or consent to any action on the part of the Company that would require an amendment, waiver
or consent of the Administrative Agent or the Banks except as expressly stated herein. Except as
expressly amended hereby, the provisions of the Credit Agreement and the other Loan Documents are
and shall remain in full force and effect in accordance with their terms.



3.4 No Default. No Default shall have occurred and be continuing as of the First
Amendment Effective Date after giving effect to this Amendment.



3.5 Counterparts. This Amendment may be executed in any number of separate
counterparts by the parties hereto (including by telecopy or via electronic mail), each of which
counterparts when so executed shall be an original, but all the counterparts shall together
constitute one and the same instrument.



3.6 Payment of Fees and Expenses. The Company agrees to pay or reimburse the
Administrative Agent and the Collateral Agent for all of its reasonable out-of-pocket costs and
reasonable expenses incurred in connection with this Amendment, any other documents prepared in
connection herewith and the transactions contemplated hereby, including, without limitation, the
reasonable fees and disbursements of Simpson Thacher & Bartlett LLP invoiced as of October 9, 2009.
The Company also agrees to pay to each Bank that consents to this Amendment (by delivering to the
Administrative Agent an executed counterpart hereof) by the specified consent deadline an amendment
fee equal to 0.02% of the sum of such Bank’s outstanding Loans and Commitment, which amendment fee
shall be payable on the First Amendment Effective Date.



3.7 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF ILLINOIS.



[The remainder of this page is intentionally left blank.]




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered by their respective duly authorized officers as of the date first above written.




CHICAGO MERCANTILE EXCHANGE INC.




	 	 	 	By:
/s/ Kim Taylor






	 	 	Name:
Kim Taylor






Title: President, CME Clearing










	 	 	 	BANK
OF MONTREAL,






	 	 	 	individually and as Administrative Agent






	 	 	 	By:
/s/ Linda C. Haven






	 	 	Name: Linda C. Haven

Title: Managing Director






First Amendment dated as of October 9, 2009 to the
Chicago Mercantile Exchange Inc. Credit Agreement
dated as of October 10, 2008




	 	 	 	JP
MORGAN CHASE BANK N.A., individually and as
collateral agent	 






	 	 	 	By:
/s/ Alexeev J. Taboas	 





Name: Alexeev J. Taboas

Title: Vice President, JPMorgan Chase Bank,
N.A.



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First Amendment dated as of October 9, 2009 to the
Chicago Mercantile Exchange Inc. Credit Agreement
dated as of October 10, 2008




	 	 	 	CITIGROUP USA, INC.	 






	 	 	 	By:
/s/ William R. Mandaro 	 





Name: William R. Mandaro

Title: Director



2




First Amendment dated as of October 9, 2009 to the
Chicago Mercantile Exchange Inc. Credit Agreement
dated as of October 10, 2008




	 	 	 	THE
BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW
YORK BRANCH	 






	 	 	 	By:
/s/ Chimie T. Pemba	 





Name: Chimie T. Pemba

Title: Authorized Signatory



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First Amendment dated as of October 9, 2009 to the
Chicago Mercantile Exchange Inc. Credit Agreement
dated as of October 10, 2008




	 	 	 	BANK
OF AMERICA, N.A.	 






	 	 	 	By:
/s/ Maryanne Fitzmaurice	 





Name: Maryanne Fitzmaurice

Title: Senior Vice President



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First Amendment dated as of October 9, 2009 to the
Chicago Mercantile Exchange Inc. Credit Agreement
dated as of October 10, 2008




	 	 	 	PNC
BANK N.A.	 






	 	 	 	By:
/s/ Christine Lavelle	 





Name: Christine Lavelle

Title: Vice President



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First Amendment dated as of October 9, 2009 to the
Chicago Mercantile Exchange Inc. Credit Agreement
dated as of October 10, 2008




	 	 	 	THE
BANK OF NEW YORK MELLON	 






	 	 	 	By:
/s/ Thomas Caruso	 





Name: Thomas Caruso

Title: First Vice President



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First Amendment dated as of October 9, 2009 to the
Chicago Mercantile Exchange Inc. Credit Agreement
dated as of October 10, 2008




	 	 	 	FIFTH
THIRD BANK, an Ohio Banking Corporation,
Successor by Merger to Fifth Third Bank, a
Michigan Banking Corporation	 






	 	 	 	By:
/s/ Joseph A. Wemhoff	 





Name: Joseph A. Wemhoff

Title: Vice President



7




First Amendment dated as of October 9, 2009 to the
Chicago Mercantile Exchange Inc. Credit Agreement
dated as of October 10, 2008




	 	 	 	STATE
STREET BANK AND TRUST COMPANY	 






	 	 	 	By:
/s/ Juan G. Sierra	 





Name: Juan G. Sierra

Title: Vice President



8




First Amendment dated as of October 9, 2009 to the
Chicago Mercantile Exchange Inc. Credit Agreement
dated as of October 10, 2008




	 	 	 	U.S.
BANK NATIONAL ASSOCIATION






	 	 	 	By:
/s/ Kathleen D. Schurr	 





Name: Kathleen D. Schurr

Title: Vice President



9




First Amendment dated as of October 9, 2009 to the
Chicago Mercantile Exchange Inc. Credit Agreement
dated as of October 10, 2008




	 	 	 	WELLS
FARGO BANK, N.A.	 






	 	 	 	By:
/s/ David J. Bendel	 





Name: David J. Bendel

Title: Vice President



10




First Amendment dated as of October 9, 2009 to the
Chicago Mercantile Exchange Inc. Credit Agreement
dated as of October 10, 2008




	 	 	 	HSBC
BANK USA NA	 






	 	 	 	By:
/s/ Paul Lopez	 





Name: Paul Lopez

Title: Senior Vice President



11




First Amendment dated as of October 9, 2009 to the
Chicago Mercantile Exchange Inc. Credit Agreement
dated as of October 10, 2008




	 	 	 	BROWN
BROTHERS HARRIMAN & CO.	 






	 	 	 	By:
/s/ John C. Santos, Jr. 	 





Name: John C. Santos, Jr.

Title: Managing Director



EXHIBIT A




FORM OF ACKNOWLEDGMENT AND CONFIRMATION




1. Reference is made to the First Amendment, dated as of October 9, 2009 (the “First
Amendment”) to the Credit Agreement, dated as of October 10, 2008 (the “Credit Agreement”),
among CHICAGO MERCANTILE EXCHANGE INC., a Delaware corporation (together with its successors and
assigns, the “Company”) and a wholly owned subsidiary of CME GROUP INC., the Banks, BANK OF
MONTREAL, as Administrative Agent (in such capacity, the “Administrative Agent”), and JPMORGAN
CHASE BANK, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”).



2. The Credit Agreement is being amended pursuant to the First Amendment. Each of the parties
hereto hereby agrees, with respect to each Loan Document to which it is a party:




(a) all of its obligations, liabilities and indebtedness under each such Loan Document
shall remain in full force and effect on a continuous basis after giving effect to the First
Amendment; and




(b) all of the Liens and security interests created and arising under each such Loan
Document remain in full force and effect on a continuous basis, and the perfected status and
priority of each such Lien and security interest continues in full force and effect on a
continuous basis, unimpaired, uninterrupted and undischarged, after giving effect to the
First Amendment as collateral security for its obligations, liabilities and indebtedness
under the Credit Agreement.



3. THIS ACKNOWLEDGMENT AND CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS.



4. This Acknowledgment and Confirmation may be executed by one or more of the parties hereto
on any number of separate counterparts (including by telecopy or electronic mail), and all of said
counterparts taken together shall be deemed to constitute one and the same instrument.



[rest of page intentionally left blank]IN WITNESS WHEREOF, the parties hereto have
caused this Acknowledgment and Confirmation to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above written.



CHICAGO MERCANTILE EXCHANGE INC.




By:

Name:

Title:





[LIST CME CLEARING MEMBERS]



By: CHICAGO MERCANTILE EXCHANGE INC.,



as Member Attorney-in-Fact




By:

Name:

Title:





[LIST NYMEX CLEARING MEMBERS]



By: NEW YORK MERCANTILE EXCHANGE, INC.,



as Member Attorney-in-Fact




By:

Name:

Title:





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