Exhibit
10.1


 


Execution
Version


 


AMENDMENT
NO. 3 TO TERM LOAN CREDIT AGREEMENT


 


This
AMENDMENT NO. 3, dated as of March 29, 2022 (this “Amendment”) to the Credit Agreement referred to below, is
entered into by and among CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “Borrower”), the Initial Lender,
and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise
provided, capitalized terms used and not defined in this Amendment have the same meanings as specified in the Amended Credit Agreement
referred to below.


 


RECITALS


 


WHEREAS,
the Borrower, the Lenders from time to time party thereto and the Administrative Agent have entered into that certain Credit Agreement
dated as of March 22, 2018, as amended by that certain Amendment No. 1 to Term Loan Credit Agreement dated as of May 29, 2020
and as further amended by that certain Amendment No.2 to the Term Loan Credit Agreement dated as of June 25, 2021 (as amended,
restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”,
and the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”);


 


WHEREAS,
on the date hereof, $160,000,000 million of Loans are outstanding under the Credit Agreement (the “Initial Loans”),
all of which were made on the Closing Date by the Initial Lender, and the Initial Lender is the only Lender under the Credit Agreement;


 


WHEREAS,
the Borrower has requested that (i) the Initial Lender make up to an additional $400,000,000 of loans under the Credit
Agreement and (ii) the Credit Agreement be amended as further set forth herein, on the terms and subject to the conditions
set forth in this Amendment; and


 


WHEREAS,
the Administrative Agent and the Initial Lender are willing, on the terms and subject to the conditions set forth below, to consent
to the amendment of the Credit Agreement as further set forth herein.


 


NOW,
THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


SECTION
1.    Amendments to the Credit Agreement. As of the Third Amendment Effective Date (as defined below) the Credit Agreement
is hereby amended as follows:


 


(a)           by deleting the stricken text (indicated textually in the same manner as the following example: stricken
text) and by adding the double-underlined text (indicated textually in the same manner as the following example:
double-underlined text) as set forth in the pages of
the Credit Agreement attached hereto as Exhibit A; and


 


(b)          Schedule 2.01 of the Credit Agreement is amended and restated to read as set forth in Exhibit B.


 


SECTION
2.   Additional Commitments. Subject to the terms and conditions set forth herein and the Amended Credit
Agreement, the Initial Lender (acting through any of its branches or affiliates) agrees to make additional commitments (the
 “Additional Commitments”) in Dollars to the Borrower on the Third Amendment Effective Date, in an
aggregate amount of $400,000,000, which, when drawn and outstanding, will constitute additional Committed Loans under the
Amended Credit Agreement. On the Third Amendment Effective Date, the Interest Periods for all Eurodollar Rate Loans (as
defined in the Credit Agreement) outstanding under the Credit Agreement shall be terminated and the Borrower shall pay all
accrued interest with respect to such Loans as a condition to the effectiveness of this Amendment as required by Section 3
below. The Lenders agree to waive any breakage costs solely in connection with the termination of the Interest Periods for
all Eurodollar Rate Loans (as defined in the Credit Agreement) outstanding under the Credit Agreement pursuant to the
foregoing sentence.





     


     


    

SECTION
3.   Conditions to Effectiveness. The effectiveness of this Amendment and the obligation of the Initial Lender to make the
Additional Commitments available to the Borrower is subject to the Administrative Agent’s (or its counsel) receipt of the
following (the date of such effectiveness, the “Third Amendment Effective Date”), each of which shall be originals
or telecopies unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as applicable), each
dated the Third Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the
Third Amendment Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent:


 


(a)           
this Amendment executed by the Borrower, the Administrative Agent and the Initial Lender;


 


(b)           
[reserved];


 


(c)           
such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of
the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible
Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which
the Borrower is a party;


 


(d)           
a favorable opinion letter of Sidley Austin LLP, counsel to the Company, addressed to the Administrative Agent and each Lender
and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require;


 


(e)           
[reserved];


 


(f)            
Concurrently with the Third Amendment Effective Date, the Borrower shall pay all accrued interest with respect to Interest Periods
for all Loans outstanding under the Credit Agreement;


 


(g)           
a certificate signed by a Responsible Officer of the Borrower certifying that the representations and warranties of the Borrower
contained Section 4 hereof are true and correct on and as of the Third Amendment Effective Date; and


 


(h)           
such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized
or formed, and that the Borrower is validly existing and in good standing in its jurisdiction of organization.




     


     


    

The
Administrative Agent shall notify the Borrower of the Third Amendment Effective Date upon the occurrence thereof, and such notice
and the effectiveness of this Amendment and the Amended Credit Agreement shall be conclusive and binding upon all of the Lenders
and all of the other parties to the Loan Documents and each of their successors and assigns; provided that, failure to give any
such notice shall not affect the effectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement.


 


SECTION
4.  Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents
and warrants the Lender and the Administrative Agent, that:


 


(a)          
The Borrower has all the requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals,
to execute, deliver under this Amendment and to perform its obligations under this Amendment and the Amended Credit Agreement.
The execution and delivery of this Amendment and the performance of this Amendment and the Amended Credit Agreement by the Borrower
have been duly authorized by all necessary corporate or other organizational action, and do not and will not contravene the terms
of any of the Borrower’s Organization Documents. No approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and
is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably
be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance
of this Amendment and the Amended Credit Agreement. This Amendment and the Amended Credit Agreement constitute, a legal, valid
and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’
rights generally and by general equitable principles or by principles of good faith and fair dealing (regardless of whether enforcement
is sought in equity or at law).


 


(b)          
The representations and warranties of each Loan Party set forth in the Amended Credit Agreement and the other Loan Documents are,
immediately after giving effect to this Amendment on the Third Amendment Effective Date, true and correct in all material respects
on and as of the Third Amendment Effective Date with the same effect as though made on and as of such date, except to the extent
such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were
true and correct in all material respects as of such earlier date); provided, however, that any representation and
warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct
in all respects on such respective dates; provided further, however, that for the purposes of this Section 3(b), clause
(b) of the representation made in Section 5.06 of the Amended Credit Agreement shall be deemed to refer to SEC public filings
of the Company or its Subsidiaries prior to the date hereof.


 


(c)          
At the time of and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Default or Event
of Default has occurred and is continuing.


 


(d)          
As of the Third Amendment Effective Date, the information included in the Beneficial Ownership Certification, if applicable, is
true and correct in all respects.


 


SECTION
5.    Effects on Loan Documents.


 


(a)          
This Amendment shall not constitute an amendment to or waiver of any provision of the Credit Agreement or the other Loan
Documents, except as expressly stated herein and shall not be construed as a consent to any action on the part of the
Borrower or any other Loan Party that would require an amendment, waiver or consent of the Administrative Agent or the
Lenders, except as expressly stated herein. Except as specifically amended herein, the Credit Agreement and all other Loan
Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.





     


     


    

(b)          
The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any
Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents
or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan
Documents.


 


(c)          
The Borrower and the Administrative Agent acknowledge and agree that, on and after the Third Amendment Effective Date, this Amendment
shall constitute and be designated as a Loan Document for all purposes of the Amended Credit Agreement.


 


(d)          
On and after the Third Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement”,
 “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement,
and each reference in the other Loan Documents to “Credit Agreement”, “thereunder”, “thereof”
or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement, and this
Amendment and the Amended Credit Agreement shall be read together and construed as a single instrument.


 


(e)          
Nothing herein shall be deemed to entitle any Loan Party to a further consent to, or a further waiver, amendment, modification
or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement
or any other Loan Document in similar or different circumstances.


 


(f)           
The parties hereto acknowledge and agree that (i) this Amendment and any other Loan Document executed and delivered in connection
herewith do not constitute a novation, or termination of the Obligations under the Credit Agreement as in effect prior to the
Third Amendment Effective Date; and (ii) such Obligations are in all respects continuing (as amended hereby) with only the terms
thereof being modified to the extent expressly provided in this Amendment.


 


SECTION
6.    Fees and Expenses; Indemnification. The Borrower agrees to pay (a)    on the Third
Amendment Effective Date, all existing and unpaid fees and expenses (including the fees and expenses of counsel owing under
the Credit Agreement, any fee letter or any other Loan Document), including all fees and expenses incurred in connection with
the preparation, negotiation and execution of this Amendment and other matters relating to the Credit Agreement, in each case
to the extent invoiced prior to the Third Amendment Effective Date and (b) if invoiced on or after the Third Amendment
Effective Date, all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders in
connection with this Amendment and any other documents prepared in connection herewith, in each case to the extent required
by Section 10.04 of the Amended Credit Agreement. The Borrower hereby confirms that the indemnification provisions set forth
in Section 10.04 of the Amended Credit Agreement shall apply to this Amendment and such losses, claims, damages, liabilities,
costs and expenses (as more fully set forth therein as applicable) which may arise herefrom or in connection
herewith.


 


SECTION
7.    APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT
OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. SECTIONS 10.14, 10.15 and 10.16, OF THE
CREDIT AGREEMENT IS HEREBY INCORPORATED BY REFERENCE AS IF FULLY SET FORTH HEREIN, MUTATIS MUTANDIS.





     


     


    

SECTION
8.    Amendments; Execution in Counterparts; Severability; Electronic Signatures.


 


(a)          
This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Borrower,
the Administrative Agent and the Initial Lender


 


(b)          
This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature
page to this Amendment by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart
of this Amendment.


 


(c)           
In the event any one or more of the provisions contained in this Amendment is held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected
or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not
in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith
negotiations to replace any such invalid, illegal or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of such invalid, illegal or unenforceable provisions.


 


(d)          This
Amendment and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or
authorization related to this Amendment (each a “Communication”), including Communications required to be in
writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. The Borrower and each other
Loan Party agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on each Loan
Party to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will
constitute the legal, valid and binding obligation of the Loan Parties enforceable against such Loan Parties in accordance with
the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed
in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts
are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation,
use or acceptance by the Administrative Agent and each of the Lenders of a manually signed paper Communication which has been
converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another
format, for transmission, delivery and/or retention. The Administrative Agent and each of the Lenders may, at its option, create
one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which
shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications
in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall
have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary,
the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly
agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing,
(a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of
the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party without
further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly
followed by such manually executed counterpart.





     


     


    

SECTION
9.   Headings. Section headings are included herein for convenience of reference only and shall not constitute a part hereof
for any other purpose or be given any substantive effect.


 


[Remainder
of page intentionally left blank.]




     


     


    

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


 


		CBOE
GLOBAL MARKETS, INC.,

 as Borrower,



 


		By:	/s/
                                         Brian N. Schell






		Name: Brian N. Schell






		Title:   Executive Vice President, Chief Financial Officer and Treasurer



 


[Signature Page – CBOE Amendment No. 3 to Term Loan Credit Agreement] 




     


     


    

		BANK
OF AMERICA, N.A.,






		as
Administrative Agent



 


		By:	/s/
                                         Maryanne Fitzmaurice



		Name: Maryanne
                            Fitzmaurice 

                            Title:   Director



 


[Signature Page – CBOE Amendment No. 3 to Term Loan Credit Agreement] 




     


     


    

		BANK
OF AMERICA, N.A.,






		as
Initial Lender



 


		By:	/s/
                                         Maryanne Fitzmaurice



		Name: Maryanne
                            Fitzmaurice

                            Title:   Director



 


[Signature Page – CBOE Amendment No. 3 to Term Loan Credit Agreement] 




     


     


    

Exhibit
A


 


(Attached)




     


     


    

EXECUTION VERSION


Conformed
to Amendment No. 23,
dated June 25March
29, 20212022


 


 






 


TERM
LOAN CREDIT AGREEMENT


 


Dated
as of March 22, 2018


 


among


 


CBOE
GLOBAL MARKETS, INC.,


as
the Borrower,


 


BANK
OF AMERICA, N.A.,


as
Administrative Agent,


 


and


 


BANK
OF AMERICA, N.A.,


as
Initial Lender


 


 






 


BOFA
SECURITIES, INC.,


as
Sole Lead Arranger and Sole Bookrunner,


 





 













    
			Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

TABLE
OF CONTENTS


 


	Section	Page



 


	ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS	 1






		1.01.	Defined Terms 	1
		1.02.	Other Interpretive Provisions	 27
		1.03.	Accounting Terms	 2527
		1.04.	Rounding	 28
		1.05.	Times of Day; Rates
	2628
		1.06.	Interest Rates 	28



 


	ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS 	29






		2.01.	Committed Loans 	29
		2.02.	Borrowings, Conversions and Continuations of Committed
Loans 	29
		2.03.	Prepayments	 2731
		2.04.	[Reserved] 	32
		2.05.	Repayment of Loans 	32
		2.06.	Interest 	2832
		2.07.	Fees 	33
		2.08.	Computation of Interest and Fees 	33
		2.09.	Evidence of Debt	 2933
		2.10.	Payments Generally; Administrative Agent’s Clawback	34
		2.11.	Sharing of Payments by Lenders	 3136
		2.12.	[Reserved]	36
		2.13.	Defaulting Lenders	36



 


	ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY	 3338






		3.01.	Taxes	 3338
		3.02.	Illegality	43
		3.03.	Inability to Determine Rates	43
		3.04.	Increased Costs; Reserves on Eurodollar
RateTerm SOFR Loans	 4247
		3.05.	Compensation for Losses	 4449
		3.06.	Mitigation Obligations; Replacement of Lenders	 4449
		3.07.	Survival	 4550



 


	ARTICLE IV. CONDITIONS PRECEDENT	4550






	 	4.01.	Conditions to Closing Date	4550



 


	ARTICLE V. REPRESENTATIONS AND WARRANTIES 	4652





		5.01.	Existence, Qualification and Power	 4652
		5.02.	Authorization; No Contravention 	4753
		5.03.	Governmental Authorization 	4753
		5.04.	Binding Effect	 4753
		5.05.	Financial Statements; No Material Adverse Effect	 4753
		5.06.	Litigation	 4854
		5.07.	No Default	 4854










    
		i	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

		5.08.	Ownership of Property 	4854
		5.09.	Taxes	 4854
		5.10.	Margin Regulations; Investment Company Act 	4854
		5.11.	Disclosure 	4955
		5.12.	Compliance with Laws	 4955
		5.13.	OFAC;
USA PATRIOT Act	4955
		5.14.	Anti-Corruption
Laws	5056
		5.15.	ERISA
	5056



 


	ARTICLE VI. AFFIRMATIVE COVENANTS	5056






		6.01.	Financial Statements 	5056
		6.02.	Certificates; Other Information 	5157
		6.03.	Notices 	5259
		6.04.	Payment of Taxes 	5359
		6.05.	Preservation of Existence, Etc. 	5359
		6.06.	Compliance with Laws 	5359
		6.07.	Books and Records 	5359
		6.08.	Inspection Rights 	5360
		6.09.	Use of Proceeds 	5460
		6.10.	Anti-Corruption Laws	5460



 


	ARTICLE VII. NEGATIVE COVENANTS 	5460






		7.01.	Liens 	5460
		7.02.	Subsidiary Indebtedness 	5662
		7.03.	Fundamental Changes 	5865
		7.04.	Financial Covenants 	5965
		7.05.	Use of Proceeds 	5965



 


	ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES 	5966






		8.01.	Events of Default 	5966
		8.02.	Remedies Upon Event of Default 	6168
		8.03.	Application of Funds	 6268



 


	ARTICLE IX. ADMINISTRATIVE AGENT 	6269






		9.01.	Appointment and Authority 	6269
		9.02.	Rights as a Lender 	6269
		9.03.	Exculpatory Provisions 	6369
		9.04.	Reliance by Administrative Agent 	6470
		9.05.	Delegation of Duties 	6471
		9.06.	Resignation of Administrative Agent 	6471
		9.07.	Non-Reliance on Administrative Agent and Other Lenders
	6572
		9.08.	No Other Duties, Etc. 	6673
		9.09.	Administrative Agent May File Proofs of Claim 	6673
		9.10.	Erroneous Payments 	6774



 


	ARTICLE X. MISCELLANEOUS 	6976






		10.01.	Amendments, Etc. 	6976







    
		ii	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

		10.02.	Notices; Effectiveness; Electronic Communication 	7077
		10.03.	No Waiver; Cumulative Remedies; Enforcement	 7279
		10.04.	Expenses; Indemnity; Damage Waiver 	7380
		10.05.	Payments Set Aside 	7581
		10.06.	Successors and Assigns 	7582
		10.07.	Treatment of Certain Information; Confidentiality 	8087
		10.08.	Right of Setoff	 8188
		10.09.	Interest Rate Limitation 	8188
		10.10.	Counterparts; Integration; Effectiveness	 8289
		10.11.	Survival of Representations and Warranties	 8289
		10.12.	Severability	 8289
		10.13.	Replacement of Lenders 	8290
		10.14.	Governing Law; Jurisdiction; Etc. 	8390
		10.15.	Waiver of Jury Trial 	8491
		10.16.	No Advisory or Fiduciary Responsibility 	8492
		10.17.	Electronic Execution of Assignments and Certain Other
Documents 	8592
		10.18.	USA PATRIOT Act 	8693
		10.19.	Acknowledgement and Consent to Bail-In of Affected Financial
Institutions 	8694







    
		iii	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

SCHEDULES


 


		2.01	Commitments
and Applicable Percentages






		7.01	Existing
Liens






		10.02	Administrative
Agent’s Office; Certain Addresses for Notices



 


EXHIBITS


 


Form
of


 


		A	Committed
Loan Notice


		B	Note





		C	Compliance
                                         Certificate






		D	Assignment
                                         and Assumption






		E-1	Form
of U.S. Tax Compliance Certificate



		E-2	Form
of U.S. Tax Compliance Certificate



		E-3	Form
of U.S. Tax Compliance Certificate



		E-4	Form
of U.S. Tax Compliance Certificate







    
		iv	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

CREDIT AGREEMENT


 


This
TERM LOAN CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time,
this “Agreement”) is entered into as of March 22, 2018, by and among CBOE GLOBAL MARKETS, INC.(f/k/a CBOE Holdings,
Inc.), a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the
 “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent
and as the sole Lender on the Closing Date (in such capacity, the “Initial Lender”).


 


The
Borrower has requested that the Lenders provide a term loan facility to finance, in part, the Transactions, and the Lenders are
willing to do so on the terms and conditions set forth herein.


 


In
consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:


 


ARTICLE
I.


DEFINITIONS
AND ACCOUNTING TERMS


 


1.01.             
Defined Terms.
As used in this Agreement, the following terms shall have the meanings set forth below:


 


“Acquired
EBITDA” means, with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated
EBITDA of such Acquired Entity or Business (determined as if references to the Borrower and the Subsidiaries in the definition
of Consolidated EBITDA (and in the component definitions used therein) were references to such Acquired Entity or Business and
its subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business.


 


“Acquired
Entity or Business” has the meaning specified in the definition of “Consolidated EBITDA”.


 


“Act”
has the meaning specified in Section 4.01(d).


 


“Additional
Committed Loans” has the meaning specified in Section 2.01(b). 


 


“Administrative
Agent” means Bank of America (or any of its designated branch offices or affiliates) in its capacity as
administrative agent under any of the Loan Documents, or any successor administrative agent.


 


“Administrative
Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule
10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form approved by the Administrative Agent.





    
		1	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“Affected
Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


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


 


“Aggregate
Commitments” means the Commitments of all the Lenders.


 


“Agreement” has the meaning specified in the
introductory paragraph hereto.


 


“Applicable
Commitment Fee Rate” means, from time to time, the following percentages per
annum, based upon the Debt Rating as set forth below:


 


	Pricing
    Level	 	Debt
    Ratings S&P/Moody’s	 	Applicable
Commitment Fee Rate

	1	 	>
    A +/ A1 or better	 	0.08%

	2	 	A
    / A2	 	0.10%
	3	 	A-
    / A3	 	0.125%
	4	 	BBB+
    / Baa1	 	0.15%
	5	 	<
    BBB / Baa2	 	0.20%



 


“Debt
Rating” means, as of any date of determination, the rating as determined by either S&P or Moody’s (collectively,
the “Debt Ratings”) of the Borrower’s non-credit-enhanced, senior unsecured long-term debt; provided that (a)
if the respective Debt Ratings issued by the foregoing rating agencies differ by one level, then the Pricing Level for the higher
of such Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level
5 being the lowest); (b) if there is a split in Debt Ratings of more than one level, then the Pricing Level that is one level
lower than the Pricing Level of the higher Debt Rating shall apply; (c) if the Borrower has only one Debt Rating, the Pricing
Level applicable to such Debt Rating shall apply and (d) if the Borrower does not have any Debt Rating, Pricing Level 5 shall
apply.


 


Initially,
the Applicable Rate shall be determined based upon the Debt Ratings in effect on the Third Amendment Effective Date. Thereafter,
each change in the Applicable Rate resulting from a publicly announced change in any Debt Rating shall be effective, in the case
of an upgrade, during the period commencing on the date of delivery by the Borrower to the Administrative Agent of notice thereof
pursuant to Section 6.03(d) and ending on the date immediately preceding the effective date of the next such change and, in the
case of a downgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately
preceding the effective date of the next such change.





    
		2	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“Applicable
Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of
the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section
2.13. If the commitment of each Lender to make Loans has been terminated pursuant to Section 8.02 or if the Aggregate
Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage
of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each
Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which
such Lender becomes a party hereto, as applicable.


 


“Applicable
Rate” means, (a) with respect to any Eurodollar LoanTerm
SOFR, a per annum rate equal to 0.65% and (b) with respect to any Base Rate Loan, a per
annum rate equal to 0.00%.


 


“Approved
Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity
or an Affiliate of an entity that administers or manages a Lender.


 


“Arranger”
means BofA Securities, Inc., in its capacity as sole lead arranger and sole bookrunner.


 


“Assignee
Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed
by the same investment advisor.


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially
the form attached hereto as Exhibit D or any other form (including electronic documentation generated by use of an electronic
platform) approved by the Administrative Agent.


 


“Attorney
Costs” means and includes all reasonable and documented fees, expenses and disbursements of any law firm or other external
counsel.


 


“Attributable Indebtedness”
means, on any date, (a) in respect of any finance lease of any Person, the amount thereof that would be required to be classified
and accounted for as finance lease obligations on a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the
relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease
were accounted for as a finance lease.


 


“Audited
Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal
year ended December 31, 20192021,
and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year
of the Borrower and its Subsidiaries, including the notes thereto.





    
		3	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“Availability
Period” means the period from and including the Third Amendment Effective Date to the earliest of (a) September 30, 2022,
(b) the date of termination of the Aggregate Commitments pursuant to Section 2.04 and (c) the date of termination of the commitment of each Lender to make Loans pursuant to Section 8.02; provided that the Availability Period shall end immediately upon
the funding of the fifth Borrowing of Committed Loans pursuant to Section 2.01(b).


 


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect
of any liability of an Affected Financial Institution.


 


“Bail-In
Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the
European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA
Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United
Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable
in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions
or their affiliates (other than through liquidation, administration or other insolvency proceedings).


 


“Bank
of America” means Bank of America, N.A. and its successors.


 


“BofA Securities” means BofA Securities,
Inc. or its successor.


 


“Bankruptcy Code” means the Bankruptcy Code of 1978, as amended.


 


“Base
Rate” means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate
plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as
its “prime rate,” and (c) the Eurodollar RateTerm
SOFR plus 1.00%; provided that if the Base Rate shall be less than zero1%,
such rate shall be deemed zero1% for purposes of this Agreement. The “prime rate” is a rate set by Bank of America
based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors,
and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change
in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public
announcement of such change.


 


“Base
Rate Committed Loan” means a Committed Loan that is a Base Rate Loan.


 


“Base Rate Loan” means a Loan
that bears interest based on the Base Rate.


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.


 


“Beneficial
Ownership Regulation” means 31 C.F.R. § 1010.230.


 


“Benefit
Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA,
(b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include
(for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of
any such “employee benefit plan” or “plan”.





    
		4	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“BitGo
Agreement” means that certain Master Loan Agreement, by and between BitGo Prime, LLC and Eris Clearing, dated as of September
16, 2021.


 


“Borrower”
has the meaning specified in the introductory paragraph hereto.


 


“Borrower Materials” has the meaning specified
in Section 6.02.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under
the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and,
if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.


 


“Change
in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking
effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration,
interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request,
rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding
anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines
or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor
or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each
case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.


 


“Change
of Control” means, with respect to any Person, an event or series of events by which:


 


(a)          
any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity
acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group
shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to
acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option
right”)), directly or indirectly, of 40% or more of the equity securities of the Borrower entitled to vote for
members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into
account all such securities that such person or group has the right to acquire pursuant to any option right); or


 


(b)          
during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing
body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the
first day of such
period, (ii) whose election or nomination to that board or equivalent governing body was approved by either (x) individuals referred
to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent
governing body or (y) the nominating committee of the Borrower, or (iii) whose election or nomination to that board or other equivalent
governing body was approved by individuals referred to in clauses (i) and (ii) (x) above constituting at the time of such election
or nomination at least a majority of that board or equivalent governing body.






    
		5	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“Closing
Date” means the date on which all the conditions precedent in Section 4.01 are satisfied or waived in accordance
with Section 10.01.


 


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


 


“CME”
means CME Group Benchmark Administration Limited.


 


“Commitment”
means, as to the Lender, its obligation to make Committed Loans to the Borrower pursuant to Section 2.01, in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth opposite the Lender’s name on Schedule
2.01 or in the Assignment and Assumption pursuant to which the Lender becomes a party hereto, as applicable, as such amount
may be adjusted from time to time in accordance with this Agreement. On the Third Amendment Effective
Date, the initial aggregate amount of the Initial Lender’s commitment shall be
$400,000,000.


 


“Committed
Borrowing” or “Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same
Type and, in the case of Eurodollar RateTerm
SOFR Loans, having the same Interest Period made by the Initial Lender pursuant to Section
2.01.


 


“Committed
Loan” has the meaning specified in Section 2.01.


 


“Committed
Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other,
or (c) a continuation of Eurodollar RateTerm
SOFR Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form attached hereto
as Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform
or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible
Officer of the Borrower.


 


“Competitor”
means any Person that competes with the Borrower in the industries in which it and its Subsidiaries conduct their business and
is identified in writing to the Administrative Agent (or is a reasonably identifiable Affiliate of such Person on the basis of
such Person’s name); provided that (i) the foregoing
shall not apply retroactively to disqualify any Person that previously acquired an assignment of, or participation in, the Commitments
or Loans to the extent such Person was not a Competitor at the time of such assignment or participation, as applicable and
(ii) if there are any Lenders other than the Initial Lender, any change to the list of Competitors shall not become effective
until three (3) Business Days after such change is posted to the Platform.





    
		6	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“Compliance Certificate”
means a certificate substantially in the form attached hereto as Exhibit C.


 


“Conforming
Changes” means, with respect to the use, administration of or any conventions associated with SOFR or any proposed Successor
Rate or Term SOFR, as applicable, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term
SOFR” and “Interest Period”,
timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters
(including, for the avoidance of doubt, the definitions
of “Business Day” and “U.S. Government Securities Business Day”, timing
of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate,
in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable
rate(s), and
to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or,
if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or
that no market practice for the administration of such rate exists,
in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration
of this Agreement and any other Loan Document).


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 


“Consolidated
EBIT” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated
Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i)
Consolidated Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by
the Borrower and its Subsidiaries for such period, (iii) other non-cash expenses or charges reducing Consolidated Net Income for
such period, (iv) the amount of any restructuring charges or reserves, equity-based or non-cash compensation charges or expenses,
including any such charges or expenses arising from grants of stock appreciation or similar rights, stock options, restricted
stock or other rights, retention charges (including charges or expenses in respect of incentive plans) (collectively, “Stock-Based
Compensation”), start-up or initial costs for any project or new production line, division or new line of business or
other business optimization expenses or reserves including, without limitation, costs or reserves associated with improvements
to information technology and accounting functions, integration and facilities opening costs or any one-time costs, in each case
incurred in connection with, to the extent not prohibited hereunder, acquisitions and dispositions, issuances or incurrence of
Indebtedness, issuances of Equity Interests or Equity Equivalents (excluding, in each case, any Stock-Based Compensation) or refinancing
transactions and modifications of instruments of Indebtedness, provided that the aggregate amount added back pursuant to this
clause (iv) in any four consecutive fiscal quarter period shall not exceed the greater of (x) $50.0 million and (y) 5.0% of Consolidated
EBITDA for such period (calculated prior to giving effect to any increase pursuant to this clause (iv)), (v) fees, charges and
expenses incurred in connection with the negotiation, execution and consummation of an acquisition and/or this Agreement, (vi)
expenses incurred in connection with repurchases of employee equity or stock options, and minus (b) the following to the
extent included in calculating such Consolidated Net Income: (i) Federal, state, local
and foreign income tax credits of the Borrower and its Subsidiaries for such period and (ii) all non-cash items increasing Consolidated
Net Income for such period.





    
		7	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“Consolidated
EBITDA” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to
Consolidated EBIT for such period plus, to the extent deducted in calculating Consolidated Net Income for such period,
depreciation and amortization expense; provided that (a) there shall be included in determining Consolidated EBITDA
for any period, without duplication, the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower
or any Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the
extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such
Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an
 “Acquired Entity or Business”), based on the actual Acquired EBITDA of such Acquired Entity or Business
for such period (including the portion thereof occurring prior to such acquisition); provided, further, that
the Borrower may choose not to make such an adjustment with respect to any acquisition having consideration in an amount less
than $100,000,000 and (b) there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of
any Person, property, business or asset sold, transferred or otherwise disposed of or closed by the Borrower or any
Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity
or Business”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the
portion thereof occurring prior to such sale, transfer or disposition).


 


“Consolidated
Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated
basis, the sum (without duplication) of (a) the outstanding principal amount of all obligations, whether current or long-term,
for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements
or other similar instruments, (b) all purchase money Indebtedness, (c) all direct obligations arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all
obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary
course of business), (e) Attributable Indebtedness in respect of finance leases and Synthetic Lease Obligations, (f), all Guarantees
with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other
than the Borrower or any Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a) through (f)
above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company)
in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse
to the Borrower or such Subsidiary.


 


“Consolidated
Interest Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a)
all interest, premium payments, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries in connection
with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case
to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Borrower and its Subsidiaries
with respect to such period under
finance leases that is treated as interest in accordance with GAAP and (c) the amount of payments in respect of Synthetic Lease
Obligations that are in the nature of interest.





    
		8	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“Consolidated
Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBIT for the period of
the four prior fiscal quarters ending on such date to (b) Consolidated Interest Charges for such period.


 


“Consolidated
Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such
date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.


 


“Consolidated
Net Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net income of
the Borrower and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period.


 


“Contractual
Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of its property is bound.


 


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


 


“Controlling”
and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person
shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or
more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.


 


“Credit
Extension” means a Committed Borrowing.


 


“Cumberland
Agreement” means that certain Master Digital Currency Loan Agreement, by and
between Cumberland DRW LLC and Eris Clearing, LLC, dated as of June 6, 2019.


 


“Daily
Simple SOFR” with respect to any applicable determination date means the SOFR published on such date on
the Federal Reserve Bank of New York’s website (or any successor source).


 


“Debt
Rating” has the meaning
specified in the definition of “Applicable
Commitment Fee Rate”.


 


“Debtor
Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United
States or other applicable jurisdictions from time to time in effect.


 


“Default”
means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time,
or both, would be an Event of Default.





    
		9	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“Default Rate”
means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans plus
(c) 2% per annum; provided, however, that with respect to a Eurodollar RateSOFR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise
applicable to such Loan plus 2% per annum.


 


“Defaulting
Lender” means, subject to Section 2.13(b), any Lender that (a) has failed to (i)    fund all
or any portion of its Committed Loans within two Business Days of the date such Committed Loans were required to be funded
hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of
such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent,
together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay
to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days
of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply
with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public
statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such
Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable
default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within
three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the
Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided
that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written
confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has,
(i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian,
conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or
liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal
regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a
Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that
Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does
not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the
enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to
reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the
Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d)
above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall
be deemed to be a Defaulting Lender (subject to Section 2.13(b)) as of the date established therefor by the
Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the
Borrower and each other Lender promptly following such determination.


 


“Designated
Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of comprehensive
Sanctions (which are currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine).





    
		10	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“Disposed
EBITDA” means, with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated
EBITDA of such Sold Entity or Business (determined as if references to the Borrower and the Subsidiaries in the definition of
Consolidated EBITDA (and in the component definitions used therein) were references to such Sold Entity or Business and its subsidiaries),
all as determined on a consolidated basis for such Sold Entity or Business.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series
of transactions and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and
leaseback transaction), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or
accounts receivable or any rights and claims associated therewith.


 


“Dividing
Person” has the meaning assigned to it in the definition of “Division.”


 


“Division”
means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among
two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not
include the Dividing Person and pursuant to which the Dividing Person may or may not survive.


 


“Dollar”
and “$” mean lawful money of the United States.


 


“EDGAR”
means the Electronic Data Gathering, Analysis, and Retrieval system maintained by the Securities and Exchange Commission.


 


“EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which
is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent
of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country
which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated
supervision with its parent.


 


“EEA
Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA
Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Electronic
Record” has the meaning specified in 15 USC §7006, as it may be amended from time to time.


 


“Electronic
Signature” has the meaning specified in 15 USC §7006, as it may be amended from time to time.





    
		11	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) and (v) (subject to such
consents, if any, as may be required under Section 10.06(b)(iii)).


 


“Environmental
Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution
and the protection of the environment or the release of any materials into the environment, including those related to hazardous
substances or wastes, air emissions and discharges to waste or public systems.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower or any of its Subsidiaries directly or indirectly resulting from
or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed
or imposed with respect to any of the foregoing.


 


“Equity
Equivalents” means all securities convertible into or exchangeable for Equity Interests, and all warrants, options or
other rights to purchase or subscribe for any Equity Interests, whether or not presently convertible, exchangeable or exercisable.


 


“Equity
Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests
in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital
stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares
of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or
acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such
Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares,
warrants, options, rights or other interests are outstanding on any date of determination.


 


“Eris
Clearing” means Eris Clearing, LLC, a Delaware limited liability company.


 


“Eris
Digital Holdings” means Eris Digital Holdings, LLC, a Delaware limited liability company.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder.


 


“ERISA
Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the
meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section
412 of the Code).








    
		12	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“ERISA
Event” means (a) a Reportable Event with respect to a Pension Plan, (b) the withdrawal of the Borrower or any ERISA
Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer
(as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e)
of ERISA, (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification
that a Multiemployer Plan is in reorganization, (d) the filing of a notice of intent to terminate or the treatment of a Pension
Plan amendment as a termination under Section 4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate
a Pension Plan, (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan, (g) the determination that any Pension Plan is considered an at-risk
plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304
and 305 of ERISA or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent
under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.


 


“ErisX
Facilities” means, collectively, the ErisX Intercompany Agreement, the Genesis Credit
Agreement, the Cumberland Agreement and the BitGo Agreement.


 


“ErisX
Intercompany Agreement” means that certain Loan and Security Agreement, dated as of October 9, 2021 by and between the Borrower,
as lender, and Eris Digital Holdings, as borrower.


 


“EU
Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or
any successor person), as in effect from time to time.


 


“EuroCCP”
means European Central Counterparty N.V. or any successor thereto.


 


“Eurodollar
Rate” means:


 


(a)                     
for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered
Rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for
U.S. Dollars for a period equal in length to such Interest Period (“LIBOR”) as published on the applicable
Bloomberg screen
page (or such other commercially available source providing such quotations as may be designated by
the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period,
for Dollar deposits (for delivery on the first day of such Interest Period) with
a term equivalent to such Interest Period;


 


(b)                     
for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR,
at or about 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits with
a term of one month commencing that day;


 


(c)                      
if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.





    
		13	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“Eurodollar
Rate Loan”
means a Committed Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar
Rate”; provided that,
for the avoidance of doubt, a Base Rate Loan for which the Base Rate is determined by reference to the Eurodollar Rate shall not
constitute a Eurodollar Rate Loan.


 


“Event
of Default” has the meaning specified in Section 8.01.


 


“Exchange
and Clearing Operations” means the business relating to exchange and clearing, depository and settlement operations
conducted by the Borrower or any of its Subsidiaries.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts
payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law
in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment
request by the Borrower under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the
extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable
either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before
it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e)
and (d) any withholding Taxes imposed pursuant to FATCA.


 


“Existing
Credit Agreement” means that certain Term Loan Credit Agreement (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time) dated as of December 15, 2016, by and among the Borrower, each lender from time to time
party heretothereto,
and Bank of America, N.A., as Administrative Agent.


 


“FASB
ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof,
any agreements entered into pursuant to Section 1471 (b) (1) of the Code, and any intergovernmental agreement entered into in
connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted
pursuant to such intergovernmental agreement.


 


“Federal
Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such
day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of
New York shall set forth on its public website from time
to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective
rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for
purposes of this Agreement.





    
		14	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“Fee
Letter” means the letter agreement, dated March 22, 2018, between the Borrower and the Administrative Agent.


 


“Financial
Covenant Step-up” has the meaning specified in Section 7.04.


 


“Foreign
Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not
a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is
resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.


 


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


 


“Fund”
means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise
investing in commercial loans and similar extensions of credit in the ordinary course of its activities.


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in
the United States, that are applicable to the circumstances as of the date of determination, consistently applied.


 


“Genesis
Credit Agreement” means that certain Master Digital Currency Loan Agreement,
dated June 5, 2019, by and between Genesis Global Capital, LLC and Eris Clearing.


 


“Governmental
Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central Bank).


 


“Granting
Lender” has the meaning specified in Section 10.06(f).


 


“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or
lease property, securities or services for the purpose
of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness
or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity
or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation,
or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation
of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b)
any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness
or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain
any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the
related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term
 “Guarantee” as a verb has a corresponding meaning.





    
		15	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“Hazardous
Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or
other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls,
radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental
Law.


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness
or liabilities in accordance with GAAP:


 


(a)          
all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan
agreements or other similar instruments;


 


(b)        
all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’
acceptances, bank guaranties, surety bonds and similar instruments;


 


		(c)	net
                                         obligations of such Person under any Swap Contract;



 


(d)        
all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in
the ordinary course of business);


 


(e)        
indebtedness (excluding prepaid interest thereon) of any third party secured by a Lien on property owned or being purchased by
such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such
indebtedness shall have been assumed by such Person or is limited in recourse;


 


		(f)	finance
                                         leases and Synthetic Lease Obligations; and






    
		16	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

		(g)	all
Guarantees of such Person in respect of any of the foregoing.



 


For
all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture
(other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general
partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net
obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The
amount of any finance lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date. The amount of Indebtedness referred to in clause (e) shall be deemed to be
equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value
of the property encumbered thereby.


 


“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of
any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.


 


“Indemnitees”
has the meaning specified in Section 10.04(b).


 


“Information” has the meaning specified in Section
10.07.


 


“Initial
Committed Loan” has the meaning specified in Section 2.01(a).


 


“Initial
Lender” has the meaning specified in the introductory paragraph hereto.


 


“Interest Payment Date”
means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if
any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after
the beginning of such Interest Period shall also be Interest Payment Dates  and (b) as to any Base Rate Loan,
the last Business Day of each March, June, September and December and the Maturity Date.


 


“Interest
Period” means, as to each Eurodollar RateTerm
SOFR Loan, the period commencing on the date such Eurodollar RateTerm
SOFR Loan is disbursed or converted to or continued as a Eurodollar RateTerm
SOFR Loan and ending on the date one, two, or three or six months thereafter (in
each case, subject to availability),, as
selected by the Borrower in its Committed Loan Notice; provided that:


 


(i)          
any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business
Day unless, in the case of a Eurodollar RateTerm
SOFR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next
preceding Business Day;


 


(ii)        
any Interest Period pertaining to a Eurodollar RateTerm
SOFR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period; and





    
		17	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

(iii)        
no Interest Period shall extend beyond the Maturity Date.


 


“IRS” means the United States Internal Revenue Service.


 


“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.
or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate
derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“Laws”
means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations,
ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof
by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative
orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in
each case whether or not having the force of law.


 


“Lender”
has the meaning specified in the introductory paragraph hereto.


 


“Lending
Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative
Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent,
which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless
the context otherwise requires each reference to a Lender shall include its applicable Lending Office.


 


“LIBOR”
has the meaning specified in the definition of Eurodollar
Rate.


 


“LIBOR Replacement Date” has the meaning specified in Section 3.03(c). 

 

“LIBOR
Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine
LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent
from time to time).


 


“LIBOR Successor Rate” has the meaning specified in Section 3.03(c).


 


“LIBOR
Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming
changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational
matters (including, for the avoidance of doubt, the definition
of Business Day, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption
and implementation of such LIBOR
Successor Rate and
to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively
feasible or that no market practice for the administration of such LIBOR
Successor Rate  exists,
in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration
of this Agreement and any other Loan Document).





    
		18	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or
preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or
nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance
on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).


 


“Loan”
means an extension of credit by a Lender to the Borrower under Article II in the form of a Committed Loan.


 


“Loan
Documents” means this Agreement, each Note and, solely for purposes of the proviso in Section 10.01, the Fee
Letter, and any amendment, waiver, supplement or other modification to any of the foregoing.


 


“London
Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market.


 


“Material
Adverse Effect” means (a) a material adverse effect upon, the operations, business or properties, financial
condition of the Borrower and its Subsidiaries taken as a whole, (b) a material impairment of the ability
of the Borrower to perform its payment and other material obligations under any Loan Document to which it is a party or (c) a
material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan
Document to which it is a party.


 


“Material
Subsidiary” means, at any date of determination, each of the Borrower’s Subsidiaries (i) the total assets or total
revenues, as applicable, of which equal or exceed 10.0% of the consolidated total assets (as of the date of the most recent financial
statements delivered pursuant to Section 6.01) or the consolidated total revenues (for the most recent four consecutive
fiscal quarter period for which financial statements have been delivered pursuant to Section 6.01), as applicable, of the
Borrower or (ii) which the Borrower has elected to treat as a Material Subsidiary; provided that, EuroCCP shall not be a Material
Subsidiary unless it (1) meets the test in clause (i) of this definition and contributes at least 10.0% of the Consolidated EBITDA
of the Borrower and its Subsidiaries (for the most recent four consecutive fiscal quarter period for which financial statements
have been delivered pursuant to Section 6.01) or (2) is designated as such per clause (ii) of this definition.


 


“Maturity
Date” means December 15, 2023; provided, however, that if such date is not a Business Day, the Maturity
Date shall be the next immediately preceding Business Day.


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.





    
		19	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or
any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated
to make contributions.


 


“Multiple
Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate)
at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all
Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (ii) has been approved by the Required
Lenders.


 


“Non-Defaulting
Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.


 


“Note”
means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form
attached hereto as Exhibit B.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document
or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent,
due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by
or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor
in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.


 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“Organization
Documents” means, (a) with respect to any corporation, the charter, certificate or articles of incorporation and the
bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any
limited liability company, the certificate or articles of formation or organization and limited liability company or operating
agreement and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction
of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.


 


“Other
Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection
between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed,
delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest
under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan
or Loan Document).






    
		20	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“Other Taxes” means
all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 3.06).


 


“Outstanding
Amount” means with respect to Committed Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of Committed Loans occurring on such date.


 


“Participant”
has the meaning specified in Section 10.06(d).


 


“Participant Register” has the meaning specified in Section
10.06(d).


 


“PBGC” means the Pension Benefit Guaranty Corporation.


 


“Pension
Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained
or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum
funding standards under Section 412 of the Code.


 


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


 


“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees
of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute
on behalf of any of its employees.


 


“Platform”
has the meaning specified in Section 6.02.


 


“PTE”
means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from
time to time.


 


“Pre-Adjustment
Successor Rate” has the meaning specified in Section 3.03(c). 


 


“Public
Lender” has the meaning specified in Section 6.02.


 


“Qualified
Acquisition” means an acquisition or series of acquisitions (whether related or unrelated) by the Borrower or any Subsidiary
which has been designated to the Lenders by an authorized officer of the Borrower as a “Qualified Acquisition” so
long as the aggregate consideration for such acquisition or series of acquisitions (in each case, including the aggregate principal
amount of any Indebtedness assumed thereby or refinanced in connection therewith) is equal to or greater than $200,000,000.





    
		21	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“Recipient”
means the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder.


 


“Register”
has the meaning specified in Section 10.06(c).


 


“Related
Adjustment” means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth
in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:


 


(A)  the
spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value
or zero), that has been selected or recommended by the Relevant Governmental Body for the relevant Pre-Adjustment Successor
Rate (taking into account the interest period, interest payment date or payment period for interest calculated and/or tenor
thereto) and which adjustment or method (x) is published on an information service as selected by the Administrative Agent
from time to time in its reasonable discretion or (y) solely with respect to Term SOFR, if not currently published, which was
previously so recommended for Term SOFR and published on an information service acceptable to the Administrative Agent;
or


 


(B) the
spread adjustment (which may be a positive or negative value or zero) that would apply (or has previously been applied) to the
fallback rate for a derivative transaction referencing the ISDA Definitions (taking into account the interest period, interest
payment date or payment period for interest calculated and/or tenor thereto).


 


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


 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the
purpose of recommending a benchmark rate to replace LIBOR in loan agreements similar to this Agreement.


 


“Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice
period has been waived.


 


“Request
for Credit Extension” means with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed
Loan Notice.


 


“Required
Lenders” means, as of any date of determination, Lenders having Total
Credit Exposures representing more than 50% of the Aggregate
CommitmentsTotal Credit Exposures of all Lenders or,
if the commitment of each Lender to make Loans have been terminated pursuant to Section 8.02, Lenders holding in the
aggregate more than 50% of the Total Outstandings; provided that the Commitment of, and the portion of the Total
Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of
Required Lenders.





    
		22	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“Resolution
Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Responsible
Officer” means the chief executive officer, president, chief financial officer, chief accounting officer, vice president
and controller, the treasurer, any vice president or the assistant treasurer of the Borrower, and, solely for the purposes of
notices given under Article II, any other officer of the Borrower and is so designated by any of the foregoing officers in a notice
to the Administrative Agent or any other officer of the Borrower designated in or pursuant to an agreement between the Borrower
and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be
conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower
and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.


 


“Sanction(s)”
means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations
Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.


 


“Scheduled
Unavailability Date” has the meaning specified in Section 3.033.02(cb)(ii).


 


“S&P”
means S&P Global Ratings and any successor thereto.


 


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


 


“SEC
Reports” means the annual, quarterly, periodic and special reports that the Borrower has publicly filed with the SEC
under Section 13 or 15(d) of the Exchange Act.


 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair
value of the assets of such Person, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent
or otherwise, of such Person, (b) the present fair saleable value of the property of such Person will be greater than the amount
that will be required to pay the probable liability of such Person on their debts and other liabilities, direct, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) such Person will be able to pay
their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and
matured, and (d) such Person will not have unreasonably small capital with which to conduct the businesses in which they are engaged
as such businesses are now conducted and are proposed to be conducted. The amount of contingent liabilities at any time shall
be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that
can reasonably be expected to become an actual or matured liability.


 


“SOFR”
means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or
a successor administrator).


 


“SOFR” means with respect to any Business Day means the secured overnight financing rate published for such day by the Federal
Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website
(or any successor source)  at
approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day and, in each case, that has been selected
or recommended by the Relevant Governmental Body.





    
		23	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

“SOFR
Adjustment” means 0.10%.


 


“SOFR-Based
Rate” means SOFR or Term SOFR.


 


“SPC” has the meaning specified in Section 10.06(f).


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially
owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Borrower.


 


“Successor
Rate” has the meaning specified in Section 3.03(b).


 


“Swap
Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or
bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward
foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms
and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association,
Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any
Master Agreement.


 


“Swap
Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any
legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts
have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date
prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts,
as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such
Swap Contracts (which may include a Lender or any Affiliate of a Lender).


 


“Synthetic
Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax
retention lease, or (b) an agreement for the use or possession
of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy
of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).





    
		24	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable
thereto.


 


“Term SOFR” means:


 


(a)          for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government
Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided
that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate
on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment
for such Interest Period; and


 


(b)          for any interest calculation
with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term of one month commencing
that day;



 


provided
that if Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would
otherwise be less than zero, Term SOFR shall be deemed to be zero for purposes of this Agreement.


 


“Term
SOFR Loan” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.


 


“Term
SOFR Screen Rate” means the forward-looking SOFR term rate for any period that is approximately (as determined byadministered
by CME (or any successor administrator satisfactory to the Administrative Agent) as
long as any of the Interest Period options set forth in the definition of “Interest Period” and that is based on SOFR
and that has been selected or recommended by the Relevant Governmental Body, in each case as published on an information service
as selected and published on the applicable Reuters
screen
page (or such other commercially available source providing such quotations as may be designated by
the Administrative Agent from time to time in its reasonable discretion).


 


“Third
Amendment Effective Date” means March 29, 2022. 


 


“Threshold
Amount” means $100,000,000.


 


“Total Outstandings”
meansCredit Exposure” means, as to any Lender,
at any time, the sum of the unused Commitments and the aggregate Outstanding Amount of allCommitted Loans of such Lender at such time.


 


“Total
Outstandings” means the aggregate Outstanding Amount of all Loans. 


 


“Transactions”
means collectively, (i) the execution, delivery and performance by the Borrower of this Agreement and the other Loan
Documents, (ii) the borrowing of the Committed Loans and
use of the proceeds thereof on the Closing Date, (iii) the repayment of the Indebtedness of the Borrower under the Existing Credit
Agreement and (iv) the payment of fees and expenses incurred in connection with the foregoing and other transactions contemplated
hereby.





    
		25	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



“Type”
means, with respect to a Committed Loan, its character as a Base Rate Loan or a Eurodollar RateSOFR Loan.


 


“UK
Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended formfrom time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU
11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes
certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.


 


“UK
Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for
the resolution of any UK Financial Institution.


 


“United
States” and “U.S.” mean the United States of America.


 


“U.S.
Government Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry
and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is
not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State
of New York, as applicable.


 


“U.S.
Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“U.S. Tax Compliance Certificate” has the meaning specified in Section
3.01(e)(ii)(B)(III).


 


“Write-Down
and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which
write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,
any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of
a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or
part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract
or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability
or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.




    
		26	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    

1.02.        Other
Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein
or in such other Loan Document:


 


(a)            The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
The word “will” shall be construed to have the same meaning and effect as the word “shall.”
Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including
any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set
forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s
successors and assigns, (iii) the words “hereto,” “herein,” “hereof”
and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to
such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan
Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating,
amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer
to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset”
and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible
and intangible assets and properties, including cash, securities, accounts and contract rights.


 


(b)            In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including,” the words “to” and “until” each mean “to but excluding,”
and the word “through” means “to and including.”


 


(c)            Section
headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation
of this Agreement or any other Loan Document.


 


(d)             Any
reference herein to a merger, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar
term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a
limited liability company (or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation,
consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any
division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability
company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).


 


1.03.          Accounting
Terms. (a) Generally. All accounting terms not specifically
or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other
financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied
on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited
Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining
compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower
and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB
ASC 825 and FASB ASC 470-2068 on financial liabilities shall be disregarded.




    
		27	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



(b)              Changes
in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in
any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and
the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light
of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio
or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or
as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP.


 


(c)             Consolidation
of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries
or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall,
in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB
ASC 810 as if such variable interest entity were a Subsidiary as defined herein.


 


1.04.
       Rounding.
Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio
is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 


1.05.  
      Times of Day;
Rates. Unless otherwise specified,
all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).


 


1.06.          Interest Rates.  The
Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect
to the administration, submission or any other matter related to the rates in the definition
of “Eurodollar Rate”any reference rate
referred to herein or with respect to any rate (including,
for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative
or replacement for or successor to any of such rate (including, without limitation, any LIBOR
Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming
Changes. The Administrative Agent and its affiliates or other related
entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative,
successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or
any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may
select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any
alternative, successor or replacement rate (including,
without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this
Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including
direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract
or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection,
determination, or calculation of any rate (or component thereof) provided by any such information source or service.




    
		28	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



ARTICLE
II.


THE
COMMITMENTS AND CREDIT EXTENSIONS


 


2.01.  
    Committed Loans.
(a) On the Closing Date, the Initial Lender made a loan to the Borrower (such loan, the “Initial Committed Loan”).
The aggregate principal amount of the Initial Committed Loan as of the Third Amendment Effective Date is $160,000,000. Amounts
borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed.


 


.  (b)          Subject to the terms and conditions set forth
herein, the Initialeach Lender (acting through any of its branches or affiliates) severally
agrees to make a single loan (collectivelyloans
(each such loan, an “Additional Committed Loan” and, together with the Initial Committed Loan, the
 “Committed Loans”) to the Borrower on the Closing Datein
Dollars on any Business Day during the Availability Period, in an aggregate amount not to exceed at
any time outstanding the amount of the Initialsuch
Lender’s unused Commitment. Within the limits of each Lender’s Commitment.  ,
and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section
2.03, and reborrow under this Section 2.01(b).


 


(c)              The Committed BorrowingBorrowings shall consist of the Committed LoanLoans made by the Initialeach Lender in accordance with its Commitment. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed. The Committed Loans
may be Base Rate Loans or Eurodollar RateTerm
SOFR Loans, as further provided herein.


 


2.02.
       Borrowings, Conversions and Continuations of
Committed Loans.


 


(a)              TheEach Committed Borrowing, each conversion of Committed
Loans from one Type to the other, and each continuation of Eurodollar RateTerm
SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given
by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery
to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative
Agent not later than 11:00 a.m. (i) threetwo
Business Days prior to the requested date of the Borrowing of, any conversion to or continuation of Eurodollar
RateTerm SOFR Loans or of any conversion
of Eurodollar RateTerm
SOFR Loans to Base Rate Committed Loans,   and (ii) on the requested date of the
Borrowing of Base Rate Committed Loans. The Borrowing of, each conversion to or continuation of Eurodollar
RateTerm SOFR Loans shall be in a principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. The Borrowing of or each conversion to Base Rate Committed
Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.
Each Committed Loan Notice shall specify (i) whether the Borrower is requesting the Committed Borrowing, a conversion of Committed
Loans from one Type to the other, or a continuation of Eurodollar RateTerm
SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be
a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed
Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest
Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower
fails to give a timely notice requesting a conversion or continuation, then the
applicable Committed Loans shall be made as, or converted to, Base Rate Loans. If
the Borrower fails to give a timely notice requesting a continuation of a Term SOFR Loan, then the applicable Term SOFR Loan shall
be continued as a Term SOFR Loan with an Interest Period of one month. Any such automatic conversion to Base Rate Loans
shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar
RateTerm SOFR Loans. If the Borrower requests
the Borrowing of, a conversion to, or a continuation of Eurodollar RateTerm
SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified
an Interest Period of one month.




    
		29	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



(b)              Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable
Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower,
the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the
preceding subsection. In the case of the Committed Borrowing, each Lender shall make the amount of its Committed Loan available
to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m.
on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction or waiver of the applicable conditions
set forth in Section 4.01, the Administrative Agent shall make all funds so received available to the Borrower in like
funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America
with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower.


 


(c)              Except
as otherwise provided herein, a Eurodollar RateTerm
SOFR Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar
RateTerm SOFR Loan. During the existence
of a Default, no Loans may be requested as, converted to or continued as Eurodollar RateTerm
SOFR Loans without the consent of the Required Lenders.


 


(d)              The
Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period
for Eurodollar RateTerm
SOFR Loans upon determination of such interest rate.


 


(e)              After
giving effect to the Committed Borrowing, all conversions of Committed Loans from one Type to the other, and all continuations
of Committed Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect to Committed
Loans.



    
		30	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    






(f)              Notwithstanding
anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection
with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to
a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.


 


(g)             With
respect to SOFR or Term SOFR, the Administrative Agent will have the right, in consultation with the Borrower, to make Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing
such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or
any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing
such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.


 


2.03.        Prepayments.


 


(a)              Optional.
The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans
in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative
Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) threetwo
Business Days prior to any date of prepayment of Eurodollar RateTerm
SOFR Loans and (B) on the date of prepayment of Base Rate Committed Loans, (ii) any prepayment of Eurodollar
RateTerm SOFR Loans shall be in a principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (iii) any prepayment of Base Rate Committed Loans
shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire
principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s)
of Committed Loans to be prepaid and, if Eurodollar RateTerm
SOFR Loans are to be prepaid, the Interest Period(s) of such Loans; provided, however, that a notice of prepayment
may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements
or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior
to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Lender
of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such
notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein. Any prepayment of a Eurodollar RateTerm
SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts
required pursuant to Section 3.05.


 


(b)            [Reserved].


 


(c)            Application
of Prepayments. Subject to Section 2.13, each such prepayment made pursuant to Section 2.03(a) shall be
applied ratably to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages to
reduce the scheduled remaining installments of principal in direct order of maturity and all prepayments
made pursuant to Section 2.03(a) shall be accompanied by all accrued interest on the amount prepaid and any additional
amounts required pursuant to Section 3.05.




    
		31	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



2.04.      
[Reserved]Termination
or Reduction of Commitments. .


 


(a)            Optional.
The Borrower may, upon notice to the Administrative Agent, terminate the undrawn Commitments, or from time to time permanently
reduce all or any portion of the undrawn Commitments; provided that (i) any such notice shall be received by the Administrative
Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction
shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. The Administrative Agent
will promptly notify the Lenders of any such notice of termination or reduction of the Commitments. Any reduction of the Commitments
shall be applied ratably to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective
date of any termination of the Commitments shall be paid on the effective date of such termination. A notice of termination or
reduction may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements
or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior
to the specified effective date) if such condition is not satisfied.


 


(b)            Mandatory.
The Aggregate Commitments shall be automatically and permanently reduced to zero on the last day of the Availability Period.


 


2.05.
      Repayment of Loans.
The Borrower shall repay to the Administrative Agent for the account of each Lender the then unpaid aggregate principal amount
of all Committed Loans outstanding on the Maturity Date.


 


2.06.       Interest.


 


(a)             Subject
to the provisions of subsection (b) below, (i) each Eurodollar RateTerm
SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum
equal to the Eurodollar RateTerm
SOFR for such Interest Period plus the Applicable Rate and (ii) each Base Rate Committed Loan shall bear interest
on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.


 


(b)            (i)        If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at
stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per
annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.


 


(ii)       If
any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard
to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required
Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default
Rate to the fullest extent permitted by applicable Laws.





    
		32	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    




(iii)       Upon
the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses (b)(i) and (b)(ii) above), the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating
interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.


 


(iv)       Accrued
and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.


 


(c)            Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may
be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment,
and before and after the commencement of any proceeding under any Debtor Relief Law.


 


2.07.
       Fees.
(a) Fee Letter. The Borrower shall pay to the Administrative
Agent the fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall
not be refundable for any reason whatsoever.


 


(b).           Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable
Percentage, a commitment fee equal to the Applicable Commitment Fee Rate times the actual daily amount by which the total Commitments
exceed the Outstanding Amount of Committed Loans. The commitment fee shall accrue at all times during the Availability Period,
including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly
in arrears on June 30, 2022 and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in
arrears, and if there is any change in the Applicable Commitment Fee Rate during any quarter, the actual daily amount shall be
computed and multiplied by the Applicable Commitment Fee Rate separately for each period during such quarter that such Applicable
Commitment Fee Rate was in effect.


 


2.08.       Computation of Interest and Fees.
All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the
Eurodollar RateTerm SOFR) shall
be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees
and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as
applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which
the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid,
provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.10(a), bear
interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.


 


2.09.       Evidence of
Debt. The Credit Extensions made by each Lender shall be
evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course
of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent
manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments
thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of
the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the
accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such
matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon
the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or
records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity
of its Loans and payments with respect thereto.




    
		33	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



2.10.       Payments
Generally; Administrative Agent’s Clawback.


 


(a)            General.
All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim,
defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be
made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative
Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The
Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received
by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest
or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest
or fees, as the case may be.


 


(b)            (i)     
Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Committed Borrowing of Eurodollar RateTerm
SOFR Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such
Committed Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Committed
Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with
Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available
in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available
to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed
Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent,
at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing
or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment
to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest
to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower
the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing
to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed
Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall
have failed to make such payment to the Administrative Agent.




    
		34	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



(ii)       Payments
by Borrower; Presumptions by Administrative Agent. (A) Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that
the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date
in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due; (B) with respect to
any payment that the Administrative Agent makes for the account of the Lenders as to which the Administrative Agent determines
(which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as
the “Rescindable Amount”) (1) the Borrower has not in fact made such payment; (2) the Administrative Agent
has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Administrative Agent
has for any reason otherwise erroneously made such payment; then each of the Lenders severally agrees to repay to the Administrative
Agent forthwith on demand the Rescindable Amount so distributed to such Lender, in immediately available funds with interest thereon,
for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative
Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.


 


A
notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall
be conclusive, absent manifest error.


 


(c)            Failure
to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by
such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower
by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied
or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.


 


(d)            Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant to Section
10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such participation or
to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed
Loan, to purchase its participation or to make its payment under Section 10.04(c).









    
		35	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



(e)             Funding
Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or
manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular
place or manner.


 


2.11.       Sharing
of Payments by Lenders. If any Lender shall, by exercising any
right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed
Loans made by it, resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed
Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving
such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations
in the Committed Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest
on their respective Committed Loans and other amounts owing them, provided that:


 


(i)          if
any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered,
such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without
interest; and


 


(ii)       the
provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to
and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a
Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in
any of its Committed Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof
(as to which the provisions of this Section shall apply).


 


The
Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with
respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.


 


2.12.       [Reserved].


 


2.13.       Defaulting
Lenders.


 


(a)            Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such
time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:


 


(i)       Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 10.01.




    
		36	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



(ii)       Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise)
or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time
or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such
Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or
Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion
thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative
Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts
owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as
no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court
of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court
of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect
of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions
set forth in Section 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting
Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all
Loans are held by the Lenders pro rata in accordance with the Commitments hereunder. Any payments, prepayments or other amounts
paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this
Section 2.13(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents
hereto.


 


(iii)       Certain
Fees. No Defaulting Lender shall be entitled to receive any fee payable under Section 2.07 for any period during which
that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been
required to have been paid to that Defaulting Lender).


 


(b)           Defaulting
Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting
Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such
notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that
portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be
necessary to cause the Committed Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable
Percentages, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made
retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a
Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected
parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or
release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender.




    
		37	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



ARTICLE
III.


TAXES,
YIELD PROTECTION AND ILLEGALITY


 


3.01.       Taxes.


 


(a)             Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.


 


(i)       Any
and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or
withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion
of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent
or the Borrower, then the Administrative Agent or the Borrower shall be entitled to make such deduction or withholding, upon the
basis of the information and documentation to be delivered pursuant to subsection (e) below.


 


(ii)       If
the Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United
States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or
make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation
it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld
or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or
deduction is made on account of Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after
any required withholding or the making of all required deductions (including deductions applicable to additional sums payable
under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such
withholding or deduction been made.


 


(iii)      If
the Borrower or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any
Taxes from any payment, then (A) the Borrower or the Administrative Agent, as required by such Laws, shall withhold or make such
deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection
(e) below, (B) the Borrower or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount
withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding
or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that
after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable
under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such
withholding or deduction been made.




    
		38	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



(b)            Payment
of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely
pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely
reimburse it for the payment of, any Other Taxes.


 


(c)            Tax
Indemnifications. (i) The Borrower shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof
within 10 Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed
or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required
to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority; provided that such indemnity shall not, as to the demanding Lender or Administrative Agent, be available to
the extent that such liabilities are determined by a court of competent jurisdiction by a final and nonappealable judgment to
have resulted from the gross negligence or willful misconduct of such Lender or Administrative Agent. A certificate as to the
amount of such payment or liability, with a reasonably detailed calculation thereof, delivered to the Borrower by a Lender (with
a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive
absent manifest error. The Borrower shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect
thereof within 10 Business Days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly
to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.


 


(ii)       Each
Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 Business Days after demand
therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent
that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation
of the Borrower to do so), (y) the Administrative Agent and the Borrower, as applicable, against any Taxes attributable
to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant
Register and (z) the Administrative Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such
Lender that are payable or paid by the Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by
the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the
Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set
off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any
amount due to the Administrative Agent under this clause (ii).


 


(d)            Evidence
of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority as provided in
this Section 3.01, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt
issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report
such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.




    
		39	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



(e)            Status
of Lenders; Tax Documentation.


 


(i)          Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as
will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably
requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or
reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to
the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation
set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable
judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would
materially prejudice the legal or commercial position of such Lender.


 


(ii)          Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,


 


(A)       any
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such
Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or
the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding
tax;


 


(B)       any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
whichever of the following is applicable:


 


(I)       in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business
profits” or “other income” article of such tax treaty;




    
		40	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



(II)       executed
copies of IRS Form W-8ECI;


 


(III)       in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate substantially in the form attached hereto as Exhibit E-1 to the effect that such Foreign Lender is not a
 “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower
within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section
881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E
(or W-8BEN, as applicable); or


 


(IV)       to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form attached hereto as Exhibit
E-2 or Exhibit E-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming
the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form
attached hereto as Exhibit E-4 on behalf of each such direct and indirect partner;


 


(C)       any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal
withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit
the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(D)       if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply
with their obligations under FATCA and to determine that such Lender has complied
with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for
purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.




    
		41	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



(iii)       Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative
Agent in writing of its legal inability to do so.


 


(f)             Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file
for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted
from funds paid for the account of such Lender. If any Recipient determines, in its sole discretion exercised in good faith, that
it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower
has paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrower an amount equal to such refund
(but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01
with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient,
and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Recipient, agrees to repay the amount paid over to the Borrower (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required
to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event
will the applicable Recipient be required to pay any amount to the Borrower pursuant to this subsection the payment of which would
place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification
and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional
amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make
available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other
Person.


 


(g)            Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all other Obligations.





    
		42	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



3.02.        Illegality.
If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it
is unlawful, for any Lender or its Lending Office to perform any of its obligations hereunder or make, maintain or fund or charge
interest with respect to any Credit Extension or to determine or charge interest rates based upon the
Eurodollar RateSOFR or Term SOFR,
or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take
deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative
Agent, (i) any obligation of such Lender to issue, make,
maintain, fund or charge interest with respect to any such Credit Extension or continue Eurodollar
RateTerm SOFR Loans or to convert Base
Rate Committed Loans to Eurodollar RateTerm
SOFR Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining
Base Rate Loans the interest rate on which is determined by reference to the Eurodollar RateTerm
SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid
such illegality, be determined by the Administrative Agent without reference to the Eurodollar
RateTerm SOFR component of the Base Rate,
in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination
no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative
Agent), prepay or, if applicable, convert all Eurodollar RateTerm
SOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary
to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar
RateTerm SOFR component of the Base Rate),
either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar
RateTerm SOFR Loans to such day, or immediately,
if such Lender may not lawfully continue to maintain such Eurodollar RateTerm
SOFR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based
upon the Eurodollar RateTerm
SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to
such Lender without reference to the Eurodollar RateTerm
SOFR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal
for such Lender to determine or charge interest rates based upon the Eurodollar RateTerm
SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid
or converted.


 


3.03.        Inability to Determine Rates.


 


(a)
.  If
in connection with any request for a Eurodollar RateTerm
SOFR Loan or a conversion to orof
Base Rate Loans to Term SOFR Loans or a continuation thereof, of
any such Loans, as applicable (i) the Administrative Agent determines that (A) Dollar
deposits are not being offered to banks in the interbank Eurodollar market for the applicable amount and Interest Period of such
Eurodollar Rate Loan, (which determination shall be conclusive absent manifest error)
that (A) no Successor Rate has been determined in accordance
with Section 3.03(b), and the circumstances under clause (i) of Section 3.03(b) or the Scheduled
Unavailability Date has occurred or (B) (x) adequate and reasonable means do not otherwise
exist for determining the Eurodollar RateTerm
SOFR for any requested Interest Period with respect to a proposed Eurodollar RateTerm
SOFR Loan or in connection with an existing or proposed Base Rate Loan and (y) the
circumstances described in Section 3.03(c)(i) do not apply (in each case with respect to this clause, “Impacted
Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason
the Eurodollar Ratethat
Term SOFR for any requested Interest Period with respect to a proposed Eurodollar
RateTerm SOFR Loan does not adequately
and fairly reflect the cost to such Lenders of funding such Eurodollar RateTerm
SOFR Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.


 


(a)  Thereafter,
(x) the obligation of the Lenders to make or maintain EurodollarTerm
SOFR Loans or to convert Base Rate Loans to Term SOFR Loans, shall be suspended, (to the extent of the affected Eurodollar RateTerm
SOFR Loans or Interest Periods), and (y) in the event of a determination
described in the preceding sentence with respect to the Eurodollar RateTerm
SOFR component of the Base Rate, the utilization of the Eurodollar RateTerm
SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in
the case of a determination by the Required Lenders described in clause (ii) of this
Section 3.03(a), until the Administrative Agent upon the instruction
of the Required Lenders) revokes such notice.




    
		43	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



Upon
receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, conversion
to or continuation of Eurodollar RateTerm
SOFR Loans (to the extent of the affected Eurodollar RateTerm
SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for
a Committed Borrowing of Base Rate Loans in the amount specified therein and
(ii) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their
respective applicable Interest Period.


 


(b)       Notwithstanding
the foregoing, if the Administrative Agent has made the determination described in clause (i) Section 3.03(a), the Administrative
Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted
Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative
Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of Section 3.03(a),
(2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest
rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines
that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its
applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of
interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions
on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice
thereof.


 


(cb)
Replacement of Term SOFR or Successor Rate. Notwithstanding
anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination
shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the
case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, (which determination shall be conclusive absent manifest error), that:


 


(i)       adequate
and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period hereunder
or any other tenors of LIBORone month and three month
interest periods of Term SOFR, including, without limitation, because the LIBORTerm
SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary;
or


 


(ii)       theCME
or any successor administrator of the LIBORTerm
SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator
with respect to its publication of Term SOFR, in each case acting
in such capacity, has
made a public statement identifying a specific date after which LIBOR or the LIBORone
month and three month interest periods of Term SOFR or the Term SOFR Screen Rate shall or
will no longer be made available, or permitted to be used
for determining the interest rate of loansU.S.
dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement,
there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBORsuch
interest periods of Term SOFR after such specific date (such specific datethe
latest date on which one month or three month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available
permanently or indefinitely, the “Scheduled Unavailability Date”); or




    
		44	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



(iii)       the
administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a
public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative;
or


 


(iv)       syndicated
loans currently being executed, or that include language similar to that contained in this Section 3.03, are
being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, 


 


then,
in the case of clauses (i)-(iii) above, on a date and time determined
by the Administrative Agent (any such date, the “LIBORTerm
SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest
payment date, as applicable, for interest calculated and shall occur reasonably promptly (and
in any event no later than the end of the next Interest Period) upon the occurrence of any of the events or circumstances under
clauses (i), (ii) or (iii) above and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability
Date, LIBORTerm SOFR will be replaced hereunder and under any Loan Document with, subject to the proviso
below, the first available alternative set forth in the order below Daily
Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative
Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other
Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect
to the Related Adjustment, the “Pre-Adjustment Successor Rate”):.


 


(x)
Term SOFR plus the Related Adjustment; and 


If
the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a monthly basis.


 


(y)
SOFR plus the Related Adjustment;


 


and
in the case of clause (iv) above, the Borrower and Administrative Agent may amend this Agreement solely for the purpose of replacing
LIBOR under this Agreement and under any other Loan Document in accordance with the definition of “LIBOR Successor Rate”
and such amendment will become effective at 5:00 p.m., on the fifth Business Day after the Administrative Agent shall have notified
all Lenders and the Borrower of the occurrence of the circumstances described in clause (iv) above unless, prior to such time,
Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders
object to the implementation of a LIBOR Successor Rate pursuant to such clause; provided
that, if the Administrative Agent determines that Term SOFR has become available, is administratively
feasible for the Administrative Agent and would have been identified as the Pre-
Adjustment Successor Rate in accordance with the foregoing if it had been so available at the time that the LIBOR Successor
Rate then in effect was so identified, and the Administrative Agent notifies the Borrower and each Lender of such availability,
then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated,
in each case, commencing no less than thirty (30) days after the date of such notice, the Pre-Adjustment Successor
Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant Related
Adjustment.





    
		45	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



The
Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of (x) any occurrence of any of
the events, periods or circumstances under clauses (i) through (iii) above, (y) a LIBOR Replacement Date and (z) the LIBOR Successor
Rate.


 


Any
LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice
is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise
reasonably determined by the Administrative Agent.


 


Notwithstanding
anything else herein, if at any time any LIBOR Successor Rate as so determined would otherwise be less than zero, the LIBOR Successor
Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents.


 


In
connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor
Rate Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing
such LIBOR Successor Rate Conforming
Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with
respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such LIBOR
Successor Rate Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.


 


If
the events or circumstances of the type described in 3.03(c)(i)-(iii) have occurred with respect to the LIBOR Successor Rate then
in effect, then the successor rate thereto shall be determined in accordance with the definition of “LIBOR Successor Rate.”



    
		46	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



(d) Notwithstanding
anything to the contrary herein, (i) after any such determination by the Administrative Agent
or receipt by the Administrative Agent of any such notice described under Section 3.03(c)(i)-(iii), as
applicable, if the Administrative Agent determines that none of the LIBOR Successor
Rates isDaily Simple SOFR is not available
on or prior to the LIBORTerm
SOFR Replacement Date, or (ii) if the events or circumstances
described in Section 3.03(c)(iv) have occurred but none of the LIBOR Successor Rates is available, or (iii)
if the events or circumstances of the type described in Section 3.03(cb)(i)-(iiiii) have
occurred with respect to the LIBOR Successor Rate then in effect and
the Administrative Agent determines that none of the LIBOR Successor Rates is available, then in each case, the
Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing LIBORTerm
SOFR or any then current LIBOR Successor Rate in accordance with this
Section 3.03 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated,
as applicable, with another alternatean
alternative benchmark rate (which could include, but is
not limited to Ameribor, BSBY or the ICE Bank Yield Index) as defined in the applicable amendment, and agreed to by the Administrative
Agent and the Borrower, giving due consideration to any evolving or then existing convention for similar U.S. dollar
denominated syndicated credit facilities syndicated
and agented in the United States for such alternative benchmarksbenchmark
and, in each case, including any Related Adjustments and any other mathematical
or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar
denominated syndicated credit facilities syndicated
and agented in the United States for such benchmarksbenchmark,
which adjustment or method for calculating such adjustment shall be published on an information service as selected by the
Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt,
any such proposed rate and adjustments shall constitute a LIBOR “Successor
Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day
after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such
time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders
object to such amendment; .


 


(e)
If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBOR Successor
Rate has been determined in accordance with clauses
(c) or (d) of this Section 3.03 and the circumstances under clauses (c) (i) or (c)(iii) above exist or the Scheduled Unavailability Date has occurred (as applicable),
the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to
make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans, Interest Periods,
Interest Payment Dates or payment periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the
Base Rate, until the LIBOR Successor Rate has been determined in accordance with clauses (c) or (d). Upon receipt of such notice,
the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the
extent of the affected Eurodollar Rate Loans, Interest Periods, Interest Payment Dates or payment periods) or, failing that, will
be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans (subject to the foregoing
clause (y)) in the amount specified therein.


 


3.04.
       Increased Costs; Reserves on Eurodollar
RateTerm SOFR Loans.


 


(a)            Increased
Costs Generally. If any Change in Law shall:


 


(i)        impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement
contemplated by Section 3.04(e));


 


(ii)       subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or
other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or




    
		47	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



(iii)       impose
on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement
or Eurodollar RateTerm
SOFR Loans made by such Lender;


 


and
the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining
any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by
such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will
pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction
suffered.


 


(b)            Capital
Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or
such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing
the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence
of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or
such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such policies and
the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will
pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for
any such reduction suffered.


 


(c)            Certificates
for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its
holding company, as the case may be, as specified in subsection (a) or (b) of this Section, setting forth in reasonable
detail the manner in which such amount or amounts was determined and delivered to the Borrower shall be conclusive absent manifest
error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.


 


(d)            Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this
Section 3.04 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 the foregoing provisions of this Section for any increased
costs incurred or reductions suffered more than one hundred and eighty (180) days prior to the date that such Lender notifies
the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim
compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then
the one hundred and eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof).




    
		48	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



(e)       Reserves
on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain
reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional
interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such
Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due
and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received
at least 10 days’ prior written notice (with a copy to the Administrative Agent) of such additional interest from such Lender.
If a Lender fails to give written notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be
due and payable 10 days from receipt of such notice.


 


3.05.
       Compensation for Losses.
Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:


 


(a)            any
continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the
Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);


 


(b)            any
failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert
any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or


 


(c)            any
assignment of a Eurodollar RateTerm
SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower
pursuant to Section 10.13;


 


including
any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to
maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also
pay any customary administrative fees charged by such Lender in connection with the foregoing.


 


For
purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender
shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit
or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not
such Eurodollar Rate Loan was in fact so funded.


 


3.06.
      Mitigation Obligations; Replacement of Lenders.


 


(a)            Designation
of a Different Lending Office. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided
that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with
the terms of this Agreement. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay any
Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such
Lender shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder
or to assign its rights and obligations hereunder to another of its offices, branches or affiliates,
if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section
3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender
in connection with any such designation or assignment.




    
		49	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



(b)            Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section
3.06(a), the Borrower may replace such Lender in accordance with Section 10.13.


 


3.07.
       Survival.
All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments,
repayment of all other Obligations hereunder, and resignation of the Administrative Agent.


 


ARTICLE
IV. 


CONDITIONS
PRECEDENT


 


4.01.      
Conditions to Closing Date.
The effectiveness of this credit facility is subject to satisfaction or waiver of the following conditions precedent:


 


(a)            The
Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies (followed
promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as applicable),
each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date)
and each in form and substance reasonably satisfactory to the Administrative Agent:


 


(i)       executed
counterparts of this Agreement;


 


(ii)       a
Request for Credit Extension in accordance with the requirements hereof;


 


(iii)       [Reserved];


 


(iv)       such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the
Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible
Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which
the Borrower is a party;


 


(v)       such
documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized
or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction
where its ownership, lease or operation of properties or the conduct of its business requires
such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;




    
		50	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



(vi)       a
favorable opinion letter of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and the Initial
Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require;


 


(vii)       a
certificate signed by a Responsible Officer of the Borrower certifying that the representations and warranties of the Borrower
contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c) and 5.04 are true and correct on and as of the
Closing Date; and


 


(viii)       such
other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may require.


 


(b)            Each
of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct
in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,”
 “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification
therein) in all respects.


 


(c)            No
Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.


 


(d)            The
Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, (i) all documentation and
other information about the Borrower required by regulatory authorities under applicable “know your customer” and
anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf
of the Initial Lender) and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower, that each Lender that so requests, in
each case at least ten (10) Business Days prior to the Closing Date.


 


(e)            Any
fees required to be paid on or before the Closing Date shall have been paid.


 


(f)             Unless
waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to
such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business
Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of
such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude
a final settling of accounts among the Borrower and the Administrative Agent).


 


Without
limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance
with the conditions specified in this Section 4.01, the Lender that has signed this Agreement shall be deemed to have consented
to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be  consented
to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the
Lender prior to the proposed Closing Date specifying its objection thereto.




    
		51	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



4.02.       Conditions
to all Credit Extensions.


 


 The
obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion
of Committed Loans to the other Type or a continuation of Term SOFR Loans) is subject to the following conditions precedent:


 


 (a)             The
representations and warranties of the Borrowers contained in Article V or any other Loan Document (except the representations
and warranties set forth in Section 5.05(c) and Section 5.06), shall be true and correct in all material respects on and as of
the date of such Credit Extension (unless any such representation or warranty is qualified by materiality, in which event such
representation or warranty shall be true and correct in all respects), except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such
earlier date (unless any such representation or warranty is qualified by materiality, in which event such representation or warranty
shall have been true and correct in all respects on and as of such earlier date), and except that for purposes of this Section
4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) of Section 6.01.


 


 (b)             No
Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.


 


 (c)            The
Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.


 


Each
Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other
Type or a continuation of Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that
the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.


 


ARTICLE
V. 


REPRESENTATIONS
AND WARRANTIES


 


The
Borrower represents and warrants to the Administrative Agent and the Initial Lender on and as of the Closing Date, both before
and immediately after giving effect to the Transactions to occur on the Closing Date that:


 


5.01.
     Existence, Qualification and Power.
The Borrower and each Material Subsidiary (a) is duly organized or formed, validly existing and, as applicable, in good standing
under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii)
execute, deliver and perform its obligations under the Loan Documents to which it is a party,
and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership,
lease or operation of properties or the conduct of its business requires such qualification or license, except in each case referred
to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect.




    
		52	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



5.02.
      Authorization; No Contravention.
The execution, delivery and performance by the Borrower of each Loan Document to which such Person is party have been duly authorized
by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s
Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require
any payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person
or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Person or its property is subject or (c) violate any Law, except in each case referred
to in clause (b) or (c), to the extent that such conflict, breach, contravention, Lien, payment or violation, individually
or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


5.03.
      Governmental Authorization.
No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other
than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure
to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary
or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement
or any other Loan Document.


 


5.04.
     Binding Effect.
This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by
the Borrower. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding
obligation of the Borrower, enforceable against the Borrower as a party thereto in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’
rights generally and by general equitable principles or by principles of good faith and fair dealing (regardless of whether enforcement
is sought in equity or at law).


 


5.05.
       Financial Statements; No Material Adverse Effect.


 


(a)            The
Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein, (ii) fairly present, in all material respects, the financial condition of the Borrower
and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (iii) show
all material indebtedness and other liabilities, direct or contingent, of the Borrower and its
consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.




    
		53	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



(b)            [Reserved]


 


(c)            Since
the date of the Audited Financial Statements, except as specifically disclosed in the SEC Reports, there has been no event or
circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse
Effect.


 


5.06.       Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing, at
law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Material Subsidiaries
or against any of their properties or revenues that (a) purport to adversely affect the ability of the Borrower to perform its
material obligations under this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except
as specifically disclosed in the SEC Reports, either individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.


 


5.07.
      No Default.
No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement
or any other Loan Document.


 


5.08.      
Ownership of Property.
Each of the Borrower and each Subsidiary (i) has good record and marketable title in fee simple to, or valid leasehold interests
in, all real property necessary or used in the ordinary conduct of its business and (ii) owns, or possesses the right to use,
all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual
property rights that are reasonably necessary for the operation of their respective businesses, except, in each case of clauses
(i) or (ii), for such defects in title, ownership or possession as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


5.09.       Taxes.
The Borrower and each Material Subsidiary has filed all Federal, state and other material tax returns and reports required to
be filed, and has paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied
or imposed upon them or their properties, income or assets otherwise due and payable, except (x) those which are being
contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in
accordance with GAAP, and (y) those
that are not overdue by more than thirty (30) days and (z) to the extent that the failure so to file or pay
would not result in a Material Adverse Effect. To the best of the Borrower’s knowledge, there is no proposed tax
assessment against the Borrower or any Material Subsidiary that would, if made, have a Material Adverse Effect.


 


5.10.
       Margin Regulations; Investment Company Act.


 


(a)            The
Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing
or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing
or carrying margin stock, in each case, in violation of the regulations (including Regulation T, U and X) of the FRB.
Following application of the proceeds of each Loan, not more than twenty-five percent (25%) of the value of the assets (either
of each Borrower only or of such Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section
7.01 will be margin stock (within the meaning of Regulation U issued by the FRB).




    
		54	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



(b)             None
of theThe
Borrower or
any Subsidiary is or isis not required
to be registered as an “investment company” under the Investment Company Act of 1940.


 


5.11.
       Disclosure.
No report, financial statement, certificate or other information furnished (in writing) by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement
or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished
or by the SEC Reports), as of the date furnished, when taken as a whole, contains any material misstatement of a material fact
or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not materially misleading (considered in the context of all other information furnished to the Administrative Agent,
including the SEC Reports); provided that, with respect to any projections, estimates, forward-looking information or any forward-looking
pro forma financial information furnished to the Administrative Agent pursuant to this Agreement, the Borrower represents only
that such information was prepared in good faith based upon assumptions believed by management of the Borrower to be reasonable
at the time furnished (it being understood by the Administrative Agent and the Lenders that (i) any information as it relates
to future events is not to be viewed as fact and (ii) such information is subject to significant contingencies, (iii) no assurance
can be given that the projections will be realized and (iv) actual results may differ materially from projected results set forth
therein).


 


5.12.
      Compliance with Laws.
The Borrower and each Material Subsidiary thereof is in compliance in all material respects with the requirements of all Laws
and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such
requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently
conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.


 


5.13.
       OFAC; USA PATRIOT Act. Neither
the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer or
employee thereof, is an individual or entity that is, or is owned 50 percent or more, individually or in the aggregate, directly
or indirectly, or controlled by any individual or entity that is currently (i) the subject or target of any Sanctions, (ii) included
on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment
Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a
Designated Jurisdiction. To the extent applicable, the Borrower is in compliance with the Act, except to the extent that the failure
to comply therewith would not reasonably be expected to either have a Material Adverse Effect or expose any Lender to the risk
of a Sanctions violation.




    
		55	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



5.14.
        Anti-Corruption
Laws. The Borrower and its Subsidiaries, and to the best of
the Borrower’s knowledge, the directors, officers and employees of the Borrower and its Subsidiaries, have conducted their
businesses in material compliance with (i) the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules
and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means
or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the
payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign
official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for
foreign political office, in contravention of the FCPA or (ii) the UK Bribery Act 2010 and have instituted and maintained policies
and procedures reasonably designed to promote and achieve continued compliance with such laws in all material respects.


 


5.15.
       ERISA.
The Borrower represents and warrants as of the Closing Date that the Borrower is not and will not be using “plan assets”
(within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection
with the Loans or the Commitments.


 


ARTICLE
VI.  


AFFIRMATIVE
COVENANTS


 


So
long as any Lender shall have any Commitment hereunder or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied,
the Borrower shall cause (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) each Material
Subsidiary to:


 


6.01.       Financial
Statements. Deliver to the Administrative Agent on behalf of
the Lenders, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:


 


(a)             as
soon as available (but in any event no earlier than the date such items are required to be filed with the SEC), but in any event
within 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 20212022),
a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated
statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth
in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance
with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized
standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be
subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope
of such audit; and


 


(b)            as
soon as available (but in any event no earlier than the date such items are required to be filed with the SEC), but in any event
within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the
fiscal quarter ending June 30March 31, 20212022) an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related
unaudited consolidated statements of income or operations for such fiscal quarter and for
the portion of the Borrower’s fiscal year then ended, and the related unaudited consolidated statements of changes in shareholders’
equity, and cash flows for the portion of the Borrower’s fiscal year then ended, in each case setting forth in comparative
form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion
of the previous fiscal year, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer
or controller of the Borrower as fairly presenting, in all material respects, the financial condition, results of operations,
shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal
year-end audit adjustments and the absence of footnotes.




    
		56	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



As
to any information contained in materials furnished pursuant to Section 6.02(d), the Borrower shall not be separately required
to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation
of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified
therein.


 


6.02.  
      Certificates; Other Information.
Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and
the Required Lenders:


 


(a)             concurrently
with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified
public accountants certifying such financial statements and stating that in making the examination necessary therefor no actual
knowledge was obtained of any Default or Event of Default under the financial covenants set forth herein or, if any such Default
or Event of Default shall exist, stating the nature and status of such event, it being understood that such examination was not
being directed primarily toward obtaining knowledge of noncompliance with any provisions hereunder;


 


(b)             concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the delivery
of the financial statements for the fiscal quarter ending June 30March
31, 20212022),
a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower;


 


(c)             promptly
after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent
to the stockholders of the Borrower;


 


(d)             promptly
following any request in writing therefor, such information and documentation reasonably requested by the Administrative Agent
or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and
regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation; and


 


(e)             promptly,
such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.




    
		57	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



Notwithstanding
the foregoing, the obligations in paragraphs (a) and (b) of Section 6.01 may be satisfied with respect to financial information
of the Borrower and the Subsidiaries by furnishing the Borrower’s Form 10-K or 10-Q, as applicable, filed with the SEC.
Documents required to be delivered pursuant to Section 6.01(a) or (b), Section 6.02(c) or Section 6.03(d)
(to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically
and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides
a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02, (ii) on
which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender
and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative
Agent); or (iii) such documents are posted on EDGAR; provided that, other than with respect to any document electronically
delivered pursuant to the immediately preceding clause (iii): (x) upon written request by the Administrative Agent, the Borrower
shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such
paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and
(y) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any
such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such
documents. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery
of or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance
by the Borrower or by a Lender with any such request for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.


 


The
Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available
to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower
Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic
transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”)
may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates,
or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities
with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made
available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that
the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC,”
the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower
Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of
United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute
Information, they shall be treated as set forth in Section 10.07), (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Side Information” and (z)
the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform that is not designated “Public Side Information.”
Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”




    
		58	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



6.03.
        Notices.
Promptly notify the Administrative Agent upon any Responsible Officer of the Borrower obtaining actual knowledge of the following:


 


(a)             of
the occurrence of any Default;


 


(b)             of
any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect; and


 


(c)             of
the occurrence of any ERISA Event that has resulted or could reasonably be expected to result in a Material Adverse Effect.;
and


 


(d)              of
any public announcement, known to a Responsible Officer of the Borrower, by Moody’s or S&P of any change in a Debt Rating.


 


Each
notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting
forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect
thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement
and any other Loan Document that have been breached.


 


6.04.
        Payment of Taxes.
Pay and discharge, within thirty (30) days of the date as the same shall become due and payable (subject to any applicable
grace periods and tax extensions), all material tax liabilities, assessments and governmental charges or levies
upon it or its properties or assets, except (x) those that are being contested in good faith by appropriate proceedings diligently
conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary and (y) as to
which the failure to pay would not reasonably be expected to have a Material Adverse Effect.


 


6.05.       
Preservation of Existence, Etc. (a)
Preserve, renew and maintain in full force and effect its legal existence except in a transaction permitted by Section 7.03, (b)
take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal
conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect
and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could
reasonably be expected to have a Material Adverse Effect.


 


6.06.
        Compliance with Laws.
Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to
it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or
decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith
could not reasonably be expected to have a Material Adverse Effect.


 


6.07.
       Books and Records.
Maintain proper books of record and account (sufficient to permit the preparation of consolidated financial statements materially
in conformity with GAAP) shall be made of all financial transactions and matters involving the assets and business of the Borrower
or such Subsidiary, as the case may be.





    
		59	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    







6.08.
        Inspection Rights.
Permit representatives and independent contractors of the Administrative Agent and each Lender, at such Persons’ cost and
expense and to the extent reasonably related to the Loans or the administration or enforcement thereof, to visit and inspect any
of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (provided that such representatives and independent contractors shall not be permitted to examine any such records if the Borrower or
any Subsidiary is prohibited by applicable Laws and/or instructions from governmental authorities from disclosing information
contained in such records), and to discuss (unless prohibited by applicable Laws and/or instructions from governmental authorities
from discussing) its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such
reasonable times during normal business hours and, unless an Event of Default exists, no more than once per calendar year and
in any event, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the
Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing
at the expense of the Borrower at any time during normal business hours and without advance notice.


 


6.09.
       Use of Proceeds.
Use the proceeds of the Credit Extensions (i) to repay certain existing Indebtedness of the Borrower and to pay fees and expenses
incurred in connection with the Transactions and (ii) for working capital and for other general corporate purposes (including
the making of any acquisition, the Borrower may pursue in the ordinary course of its business) not in contravention of any applicable
Law or of any Loan Document.


 


6.10.
        Anti-Corruption Laws. Maintain
policies and procedures reasonably designed to promote and achieve compliance with United States Foreign Corrupt Practices Act
of 1977, the UK Bribery Act 2010 and other similar anti-bribery and anti-corruption legislation in such and other jurisdictions.


 


ARTICLE
VII.


NEGATIVE
COVENANTS


 


So
long as any Lender shall have any Commitment hereunder or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied,
the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:


 


7.01.
        Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following:


 


(a)             Liens
pursuant to any Loan Document;


 


(b)             Liens
existing on the date hereof and listed on Schedule 7.01 and any replacements, renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except
by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection
with such refinancing and by an amount equal to any existing commitments unutilized thereunder
and (iii) the direct or any contingent obligor with respect thereto is not changed;




    
		60	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    



(c)             Liens
for taxes, assessments or charges of any Governmental Authority not yet due or which are not delinquent beyond any period of grace
or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently conducted,
if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 


(d)             carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course
of business;


 


(e)             pledges
or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other
social security legislation or regulations or to secure letters of credit issued in compliance with such legislation or regulations,
other than any Lien imposed by ERISA;


 


(f)             deposits
to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory and regulatory obligations,
surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business
or to secure letters of credit issued in connection therewith;


 


(g)             easements,
rights-of-way, restrictions and other similar encumbrances affecting real property which do not in any case materially detract
from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable
Person;


 


(h)             Liens
securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal
or other surety bonds related to such judgment;


 


(i)             Liens
securing Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets (other than
Equity Interests) (including (x) any Indebtedness assumed in connection with the acquisition of any such property or assets or
secured by a Lien on any such property or assets prior to the acquisition thereof and (y) any Indebtedness assumed in connection
with the property or assets of any Person that becomes a Subsidiary after the Closing Date or secured by a Lien on the property
or assets of such Person prior to the time that such Person becomes a Subsidiary) and extensions, renewals and replacements of
any such Indebtedness that do not increase the outstanding principal amount thereof (except for any accrued but unpaid interest
and premium or penalty payable by the terms of such obligations and reasonable fees and expenses associated therewith); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the
Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired
on the date of acquisition and (iii) the Indebtedness secured thereby is incurred prior to or within 180 days after such acquisition,
the completion of such construction or improvement or such Person’s becoming a Subsidiary;




    
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(j)              banker’s
Liens, rights of set-off or similar rights and remedies as to deposit accounts, other funds maintained with a creditor depository
institution, or investment or securities accounts;


 


(k)             Liens
representing any interest, title or rights of a landlord, licensor, lessor or sublicensor or sublessor under any lease or license
permitted by this Agreement and leases, subleases and licenses granted to others not materially interfering with the ordinary
business of the Borrower and its Subsidiaries;


 


(l)              Liens
securing Swap Contracts arising in the ordinary course of business and not for speculative purposes;


 


(m)            Liens
granted by a Subsidiary to secure obligations that do not constitute Indebtedness and are incurred in connection with the Exchange
and Clearing Operations of such Subsidiary;


 


(n)             Liens
on insurance policies and the proceeds thereof securing Indebtedness permitted by Section 7.02(h);


 


(o)             Liens
securing Indebtedness incurred pursuant to Section 7.02(a) and securing any Guarantees by the Borrower or any Subsidiary
of any such Indebtedness;


 


(p)             Liens
securing Indebtedness incurred pursuant to Section 7.02(j); provided that such Liens do not at any time encumber
any property other than the property financed by, or constructed or improved with the proceeds of, such Indebtedness;


 


(q)             Liens
solely on earnest money deposits made by the Borrower or any Subsidiary in connection with any letter of intent or purchase agreement
in respect of any acquisition or investment;


 


(r)              Liens
on assets of EuroCCP and Eris Digital Holdings or its Subsidiaries,
as applicable, securing Indebtedness of such Person incurred
pursuant to Section 7.02(p); and


 


(s)             Liens
not otherwise permitted under clauses (a)-(r) of this Section 7.01, provided that neither the aggregate outstanding
Indebtedness secured thereby, nor the aggregate fair market value (determined, in the case of each such Lien, as of the date such
Lien is incurred) of all assets subject to such Liens, shall exceed $250,000,000 at any time.;
and


 


 (t)              Liens
on assets of Eris Clearing or Eris Digital Holdings, as applicable, pursuant to Sections 7.02(r).


 


7.02.
       Subsidiary Indebtedness.
Permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness of such Subsidiary, except:


 


(a)             Indebtedness
of any Subsidiary to the Borrower or any other Subsidiary;




    
		62	Cboe Global Markets, Inc. – Credit Agreement
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(b)             Guarantees
by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted
by this Section 7.02;


 


(c)             Indebtedness
owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’
compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement
or indemnification obligations to such Person, in each case incurred in the ordinary course of business and Indebtedness representing
deferred compensation to employees incurred in the ordinary course of business;


 


(d)             Indebtedness
of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees
and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary
course of business and Indebtedness arising from deposits and advance payments given or received in the ordinary course of business
to, with or from landlords, customers or clients, or in connection with insurance arrangements;


 


(e)             Indebtedness
of a Subsidiary in respect of non-speculative Swap Contracts relating to the business or operations of such Subsidiary;


 


(f)              Indebtedness
arising from (A) the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds
in the ordinary course of business, (B) customary cash management or treasury services, (C) any overdraft facilities in the ordinary
course of business, or (D) cash pooling and notional pooling arrangements in the ordinary course of business;


 


(g)             any
Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and
in respect of marketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign
exchange, swap or derivative transaction in the ordinary course of business; provided that the amount of such Indebtedness
does not exceed the principal amount of the securities sold;


 


(h)             Indebtedness
consisting of the financing of insurance premiums in the ordinary course of business;


 


(i)              Indebtedness
arising from agreements of any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar
obligations, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or
a Subsidiary not prohibited by this Agreement;


 


(j)              Indebtedness
incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including finance lease obligations
and Synthetic Lease Obligations), and extensions, renewals and replacements of any such Indebtedness that do not increase the
outstanding principal amount thereof except for any accrued but unpaid interest and premium or penalty payable by the terms of
such Indebtedness thereon and reasonable fees and expenses associated therewith; provided that such Indebtedness is incurred
prior to or within 180 days after such acquisition or the completion of such construction or improvement;




    
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(k)             Indebtedness
existing on the date hereof and set forth on Schedule 7.02 hereto and any refinancings, renewals, amendments or extensions thereof;
provided that the principal amount of such Indebtedness is not increased at the time of such refinancing, renewal, amendment or
extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably
incurred, in connection with such refinancing, renewal, amendment or extension;


 


(l)              Indebtedness
of any Person that becomes a Subsidiary after the Closing Date or Indebtedness acquired or assumed by any Subsidiary (not including
any renewals, refinancings, replacements, or extensions thereof); provided that (i) such Indebtedness exists at the time
such Person becomes a Subsidiary or such asset is acquired and is not created in contemplation of or in connection with such Person
becoming a Subsidiary or such asset being acquired and (ii) immediately before and after such Person becomes a Subsidiary or such
asset is acquired (or, if such transaction is to be made pursuant to a definitive acquisition agreement, at the time such acquisition
agreement is executed and delivered, both before and after giving pro forma effect to the acquisition), no Default or Event
of Default shall have occurred and be continuing and the Borrower shall be in compliance with Section 7.04 of this Agreement;


 


(m)            Indebtedness
arising from letters of credit, guarantees, counter-indemnities, short term facilities, repurchase agreements, reverse repurchase
agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement
or transaction (including Swap Contracts) entered into by the Borrower or such Subsidiary engaged in Exchange and Clearing Operations
in the ordinary course of its clearing, depository and settlement operations, or matters reasonably related or incidental thereto
(including any letter of credit or guarantees provided to any central securities depositories or external custodians), or in the
management of its liabilities;


 


(n)             any
Indebtedness arising under arrangements in connection with the participation in or through any clearing system or investment,
commodities or stock exchange where the Indebtedness arises under the rules, normal procedures, agreements or legislation governing
trading on or through such system or exchange;


 


(o)             Indebtedness
arising from agreements of any Subsidiary providing for indemnification, adjustment or purchase or acquisition price, or any put
right or other purchase obligation of such Subsidiary, in each case, incurred or assumed in connection with any acquisition or
the disposition of any business, assets or a Subsidiary not prohibited by this Agreement;


 


(p)             Indebtedness
of EuroCCP and Eris Digital Holdings or its Subsidiaries, as applicable,
in support of its settlement and clearing activities where such Indebtedness arises under the rules, normal procedures,
agreements or legislation governing EuroCCPsuch
Person, is incurred in connection with its settlement and clearing activities or is incurred in connection with
an agreement governing such Indebtedness; provided that any loans, advances or other outstanding Indebtedness thereunder are repaid
within 35 days following the date on which such loan or advance was made or any other such Indebtedness was incurred; and




    
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(q)            other
Indebtedness of the Subsidiaries in an aggregate principal amount not exceeding the greater of (x) $350,000,000 at any one time
outstanding and (y) 35.0% of Consolidated EBITDA for the four consecutive fiscal quarter period of the Borrower most-recently
ended on or prior to the most recent date any Indebtedness is incurred in reliance on this clause (q) for which financial
statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 6.01.;
and


 


 (r)              Indebtedness
of Eris Clearing or Eris Digital Holdings, as applicable, under the ErisX Facilities.


 


7.03.        Fundamental
Changes. Merge, dissolve, liquidate, consolidate with or
into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of
its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or
Event of Default exists or would result therefrom:


 


(a)             any
Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any
one or more other Subsidiaries;


 


(b)             any
Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or
to another Subsidiary;


 


(c)             any
Subsidiary may merge, dissolve, liquidate, consolidate with or into another Person subject to compliance with Section 7.04, if applicable, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets
(upon voluntary liquidation or otherwise) (whether now owned or hereafter acquired) to or in favor of any Person; and


 


(d)             the
Borrower may merge with any other Person so long as the Borrower is the surviving entity and such merger complies with Section
7.04.


 


7.04.
        Financial Covenants.


 


(a)             Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio, determined as of the end of any fiscal quarter of the Borrower to
be greater than 3.50 to 1.00; provided that the Consolidated Leverage Ratio may, at the request of the Borrower, be increased
to either 4:25 to 1.00 or 4.00 to 1.00, from 3.50 to 1.00 for four consecutive fiscal quarters beginning with the first fiscal quarter in which a Qualified Acquisition
is reflected in the Consolidated Leverage Ratio (the “Financial Covenant Step-up”), provided that (i) there shall not be more than one Financial Covenant Step-up during the term of this Agreement and
(ii) at the time it exercises such Step-up, the Borrower shall be exercising a like Step-up under its Revolving Credit Facility.


 


(b)             Consolidated
Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower
to be less than 4.00 to 1.00.


 


7.05.
       Use of Proceeds.
Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately,
to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose
of purchasing or carrying margin stock or to refund indebtedness originally incurred for such
purpose, in each case in violation of, or for a purpose which violates, Regulation T, U or X of the FRB.




    
		65	Cboe Global Markets, Inc. – Credit Agreement
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ARTICLE
VIII. 


EVENTS
OF DEFAULT AND REMEDIES


 


8.01.        Events
of Default. Any of the following shall constitute an Event of
Default:


 


(a)             Non-Payment.
The Borrower fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five
(5) days after the same becomes due, any interest on any Loan, any fee due hereunder, or any other amount payable hereunder or
under any other Loan Document; or


 


(b)             Specific
Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a), Section
6.05(a) (with respect to the Borrower only) or Article VII; or


 


(c)             Other
Defaults. The Borrower fails to perform or observe any other covenant or agreement (not specified in subsection (a)
or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30
days after receipt of written notice of such default by a Responsible Officer of the Borrower from the Administrative Agent or
any Lender; or


 


(d)             Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the
Borrower herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect
or misleading in any material respect (or, to the extent qualified by materiality or by reference to Material Adverse Effect,
in any respect) when made or deemed made; or


 


(e)             Cross-Default.(i)
The Borrower or any Material Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise but subject to any applicable grace period) in respect of any Indebtedness or Guarantee (other
than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate outstanding principal amount of more than
the Threshold Amount and such failure is not waived and continues beyond any cure period as may be specifically noted therein,
or (B) fails to observe or perform any other material agreement or condition relating to any such Indebtedness or Guarantee or
contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (in each case, subject
to any applicable grace period), the effect of which default or other event is to cause, or to permit the holder or holders of
such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders
or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become
due and payable or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay,
defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral
in respect thereof to be demanded and such failure is not waived or (ii) there occurs under any Swap Contract an Early Termination
Date (as defined in such Swap Contract) resulting from (A) any event of default  under such Swap Contract as to which
the Borrower or any Material Subsidiary is the Defaulting Party (as defined in such Swap Contract) that is not waived and continues
beyond any cure period provided therein or (B) any Termination Event (as so defined) under such Swap Contract as to which the
Borrower or any Material Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed
by the Borrower or such Material Subsidiary as a result thereof is greater than the Threshold Amount; or




    
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(f)             Insolvency
Proceedings, Etc. The Borrower or any of its Material Subsidiaries institutes or consents to the institution of any proceeding
under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment
of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material
part of its property, or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed
without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 consecutive calendar
days, or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property
is instituted without the consent of such Person and continues undismissed, unstayed, unvacated or unbonded for 60 consecutive
calendar days, or an order for relief is entered in any such proceeding, or the Borrower becomes subject to a Bail-In Action;
or


 


(g)             Inability
to Pay Debts; Attachment. The Borrower or any Material Subsidiary becomes unable or admits in writing its inability or fails
generally to pay its debts as they become due; or


 


(h)             Judgments.
There is entered against the Borrower or any Material Subsidiary (i) one or more final judgments or orders for the payment of
money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by
independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final
judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and,
in either case, (A) the Borrower is not actively challenging the validity, enforceability or effectiveness of such judgment or
order, or (B) there is a period of 60 consecutive days during which a stay of enforcement of such judgment, by reason of a pending
appeal or otherwise, is not in effect; or


 


(i)             ERISA.(i)
An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted in liability of the Borrower under
Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount that could reasonably be expected
to have a Material Adverse Effect, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of
any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under
a Multiemployer Plan in an aggregate amount that could reasonably be expected to have a Material Adverse Effect; or


 


(j)             Invalidity
of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect, or the
Borrower contests in any manner the validity or enforceability of any Loan Document, denies that it has any or further liability
or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; it being understood that
the application of Write-Down and  Conversion Powers by any Resolution Authority (or the public announcement of
the impending application of such powers) with respect to any liabilities of the Borrower under any Loan Document shall be deemed
an Event of Default under this clause; or




    
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(k)              Change
of Control. There occurs any Change of Control with respect to the Borrower.


 


8.02.
        Remedies Upon Event of Default.
If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent
of, the Required Lenders, by written notice of the Borrower (other than with respect to an Event of Default pursuant to Section
8.01(f)) take any or all of the following actions:


 


(a)             declare
the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;


 


(b)            declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or
payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby expressly waived by the Borrower; and


 


(c)             exercise
on behalf of itself and the Lenders all rights and remedies available to it and to the Lenders under the Loan Documents;


 


provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the
Bankruptcy Code of the United States, the obligation of each Lender to make Loans shall automatically terminate, the unpaid principal
amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in
each case without further act of the Administrative Agent or any Lender.


 


8.03.
       Application of Funds.
After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due
and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject
to Section 2.13, be applied by the Administrative Agent in the following order:


 


First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney
Costs to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity
as such;


 


Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest)
payable to the Lenders (including Attorney Costs to the respective Lenders and amounts payable under Article III), ratably
among them in proportion to the respective amounts described in this clause Second payable to them;


 


Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations,
ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;




    
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Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion
to the respective amounts described in this clause Fourth held by them; and


 


Last,
the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required
by Law.


 


ARTICLE
IX.


ADMINISTRATIVE
AGENT


 


9.01.       Appointment
and Authority. Each of the Lenders hereby irrevocably appoints
Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of
this Article are solely for the benefit of the Administrative Agent, the Lenders, and the Borrower shall not have rights as a
third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein
or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term
is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting
parties.


 


9.02.       Rights
as a Lender. The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender 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 or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual
capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor
or in any other advisory capacity for and generally engage in any kind of banking, trust, financial, advisory, underwriting or
other business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent
hereunder and without any duty to account therefor to the Lenders or to provide notice or consent of the Lenders with respect
thereto.


 


9.03.       Exculpatory
Provisions. The Administrative Agent or the Arranger, as applicable,
shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties
hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent or the
Arranger, as applicable and its Related Parties:


 


(a)           shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(b)           shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein
or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document
or applicable law including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor
Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any
Debtor Relief Law; and




    
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(c)            shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained
by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


The
Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall
believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii)
in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and
nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent in writing by the Borrower or a Lender.


 


The
Administrative Agent shall not be responsible for or have any duty or obligation to any Lender or participant or any other Person
to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any
other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set
forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.


 


9.04.       Reliance
by Administrative Agent. The Administrative Agent shall be entitled
to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed
by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also
may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall
not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that
by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory
to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making
of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants
and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice
of any such counsel, accountants or experts.




    
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9.05.       Delegation
of Duties. The Administrative Agent may perform any and all
of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-
agents appointed by the Administrative Agent. The Administrative Agent and any such sub- agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article
shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply
to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities
as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub- agents
except to the extent that a court of competent jurisdiction determines in a final and non appealable judgment that the Administrative
Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.


 


9.06.       Resignation
of Administrative Agent.


 


(a)           The
Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which
shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If
no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required
Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated
to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above, provided that
in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed,
such resignation shall become effective in accordance with such notice on the Resignation Effective Date.


 


(b)           If
the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the
Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such
Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been
so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be
agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become
effective in accordance with such notice on the Removal Effective Date.




    
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	 	 	(Term Loan Credit Facility)




     


    




(c)           With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any
indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and
determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly,
until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance
of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent
as of the Resignation Effective Date or the Removal Effective Date, as applicable) and the retiring or removed Administrative
Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged
therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the
same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or
removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this
Article and Section 10.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while
the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for
as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral
agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in
connection with transferring the agency to any successor Administrative Agent.


 


9.07.       Non-Reliance
on Administrative Agent and Other Lenders. Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties
and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation
into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or any
of its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made
its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also acknowledges that
it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties
and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder and to make such investigations as it deems necessary to inform itself
as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Each
Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is
engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender
for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable
to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender
agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with
respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be
applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold
such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans
or providing such other facilities.




    
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9.08.       No Other Duties, Etc.
Anything herein to the contrary notwithstanding, the Arranger shall not have any powers, duties or responsibilities under this
Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender.


 


9.09.       Administrative
Agent May File Proofs of Claim. In case of the pendency of any
proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective
of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention
in such proceeding or otherwise


 


(a)            to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims
of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and
advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders
and the Administrative Agent under Sections 2.07 and 10.04) allowed in such judicial proceeding; and


 


(b)           to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative
Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due
for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel,
and any other amounts due the Administrative Agent under Sections 2.07 and 10.04.


 


Nothing
contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf
of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any
Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.




    
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9.10.       Erroneous
Payments.


 


(a)            If
the Administrative Agent notifies a Lender or any Person who has received funds on behalf of a Lender (any such Lender or other
recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether
or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient
from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly
received by, such Payment Recipient (whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds,
whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and
collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof),
such Erroneous Payment shall at all times remain the property of the Administrative Agent, and such Lender shall (or, with respect
to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event
later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion
thereof) as to which such a demand was made, in same day funds, together with interest thereon in respect of each day from and
including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount
is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice
of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.


 


(b)            Without
limiting immediately preceding clause (a), each Payment Recipient hereby further agrees that if it receives a payment,
prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or
otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different
date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates)
with respect to such payment, prepayment or repayment (a “Payment Notice”), (y) that was not preceded or accompanied
by a Payment Notice, or (z) that such Payment Recipient otherwise becomes aware was transmitted, or received, in error or by mistake
(in whole or in part) in each case:


 


(A)       an
error may have been made (in the case of immediately preceding clauses (x) or (y)) or an error has been made (in
the case of immediately preceding clause (z)) with respect to such payment, prepayment or repayment; and


 


(B)       such
Payment Recipient shall promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative
Agent of its receipt of such payment, prepayment or repayment, the details thereof and that it is so notifying the Administrative
pursuant to this Section 9.10(b).


 


(c)            Each
Lender hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender
under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender from any source, against
any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions
of this Agreement. For the avoidance of doubt, the Borrower shall continue to be deemed to have performed its payment obligations
with respect to any amount subject to such set off, netting or application pursuant to the precedent sentence.




    
		74	Cboe Global Markets, Inc. – Credit Agreement
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(d)           In
the event an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand
therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender that has received
such Erroneous Payment (or portion thereof) (or from any Payment Recipient who received such Erroneous Payment (or portion thereof)
on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative
Agent’s request to such Lender at any time, (i) such Lender shall be deemed to have assigned its Loans (but not its Commitments)
in an amount equal to the Erroneous Payment Return Deficiency (such assignment of the Loans (but not Commitments), the “Erroneous
Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by
the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment
and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to
an electronic platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous
Payment Deficiency Assignment, and such Lender shall deliver any notes evidencing such Loans to the Borrower or the Administrative
Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment
and (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender hereunder with respect
to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to
such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification
provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender. For the avoidance
of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain
available in accordance with the terms of this Agreement.


 


(e)           The
parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed
by the Borrower, except to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment
that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of repaying or prepaying the
Obligations.


 


(f)            To
the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby
waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand,
claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation
waiver of any defense based on “discharge for value” or any similar doctrine.


 


(g)           Each
party’s obligations, agreements and waivers under this Section 9.10 shall survive the resignation or replacement
of the Administrative Agent, any transfer of rights or obligations by, or the replacement of a Lender, the termination of the
Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. 





    
		75	Cboe Global Markets, Inc. – Credit Agreement
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ARTICLE
X.


MISCELLANEOUS


 


10.01.     Amendments, Etc.
No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower
therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower and acknowledged by the Administrative
Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which
given; provided, however, that no such amendment, waiver or consent shall:


 


(a)           waive any condition set forth in Section 4.01(a) without the written consent of each Lender;


 


(b)           extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the
written consent of such Lender;


 


(c)            postpone
any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest,
fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent
of each Lender directly affected thereby;


 


(d)           reduce
the principal of, or the rate of interest specified herein on, any Loan or (subject to clause (ii) of the final proviso to this
Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent
of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall
be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest
at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of
such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;


 


(e)           change
Section 2.11 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without
the written consent of each Lender; or


 


(f)            change
any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or
grant any consent hereunder without the written consent of each Lender;


 


(g)           subordinate,
or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written
consent of each Lender;


 


and,
provided further, that (i) no amendment, waiver or consent shall unless signed by the Administrative Agent in addition
to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan
Document and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the
parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove
any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all
Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except
that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any
waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting
Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.




    
		76	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    




Notwithstanding
any provision herein to the contrary, if the Administrative Agent and the Borrower acting together identify any ambiguity, omission,
mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules
and exhibits thereto), then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision
to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without
any further action or consent of any other party to this Agreement.


 


10.02.    Notices;
Effectiveness; Electronic Communication.


 


(a)            Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in subsection (b) below), all notices, demands and other communications provided for herein shall be in writing
and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows,
and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable
telephone number, as follows:


 


(i)       if
to the Borrower or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified
for such Person on Schedule 10.02; and


 


(i)       if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative
Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative
Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).


 


Notices
and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed
to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent
(except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of
business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications
to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).


 


(b)           Electronic
Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the
Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative
Agent or the Borrower may, in their discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular
notices or communications.




    
		77	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    




Unless
the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted
to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address
as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website
address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication
is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been
sent at the opening of business on the next business day for the recipient.


 


(c)            The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT
WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE
PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent
Parties”) have any liability to the Borrower, any Lender or any other Person for losses, claims, damages,
liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the
Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses,
claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however,
that in no event shall any Agent Party have any liability to the Borrower, any Lender or any other Person for indirect,
special, incidental, consequential or punitive damages (as opposed to direct or actual damages).


 


(d)            Change of Address, Etc. Each of the Borrower and the Administrative Agent may change its address, facsimile, telephone
number or electronic mail address for notices and other communications hereunder by notice to the other parties hereto. Each other
Lender may change its address, facsimile, telephone number or electronic mail address for notices and other communications hereunder
by notice to the Borrower and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from
time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile
number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for
such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to
at all times have selected the “Private Side Information” or similar designation on the content declaration screen
of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance
procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials
that are not made available through the “Public Side Information” portion of the Platform and that may contain material
non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities
laws.




    
		78	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    




(e)            Reliance
by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic or electronic notices, Committed Loan Notices) purportedly given by or on behalf of the Borrower even if
(i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form
of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The
Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs,
expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower.
All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative
Agent, and each of the parties hereto hereby consents to such recording.


 


10.03.    No
Waiver; Cumulative Remedies; Enforcement. No failure by any
Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege
hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and
provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided
by law.


 


Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies
hereunder and under the other Loan Documents against the Borrower shall be vested exclusively in, and all actions and
proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative
Agent in accordance with Section 8.02 for the benefit of all the Lenders; provided, however, that the
foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that
inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any
Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.11),
or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a
proceeding relative to the Borrower under any Debtor Relief Law and; provided, further, that if at any time
there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders
shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to
the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 2.11, any
Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by
the Required Lenders.




    
		79	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    




10.04.    Expenses;
Indemnity; Damage Waiver.


 


(a)            Costs
and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates (including Attorney Costs for the Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the
other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by
the Administrative Agent or any Lender (including Attorney Costs for the Administrative Agent or any Lender), in connection with
the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its
rights under this Section, or (B) in connection with the Loans made, including all such reasonable and documented out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect of such Loans.


 


(b)           Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Arranger, each Lender
and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including Attorney
Costs of one counsel for all Indemnitees in connection with indemnification claims arising out of the same facts or circumstances
(and, if necessary, of a single local counsel to the Indemnitees in each relevant jurisdiction and, in the case of an actual or
perceived conflict of interest, one additional counsel in each applicable jurisdiction to affected or similarly situated Indemnitees),
incurred by any Indemnitee or asserted against any Indemnitee arising out of, in connection with (i) the execution or delivery
of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby
or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration
of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any
Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials
on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in
any way to the Borrower or any of its Subsidiaries or (iv) any actual claim, litigation, investigation or proceeding relating
to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower
or an Indemnitee, and regardless of whether any Indemnitee is a party thereto (but subject to clause (z) of the following proviso);
provided that any such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment
to have resulted from the gross negligence, bad faith or willful misconduct of, or material breach of the Loan Documents by, such
Indemnitee, (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s
obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its
favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from a dispute between Indemnitees
which (i) do not arise, in whole or in part, from any action or omission by the Borrower, and (ii) are not brought against any
person in its capacity as agent, arranger or a similar capacity. Without limiting the provisions of Section 3.01(c), this
Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc.
arising from any non-Tax claim




    
		80	Cboe Global Markets, Inc. – Credit Agreement
	 	 	(Term Loan Credit Facility)




     


    




(c)            Reimbursement
by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection
(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party
of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related
Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability
or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in
its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent)
in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions
of Section 2.10(d).


 


(d)           Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable
for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended
recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with
this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual
damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable
judgment of a court of competent jurisdiction.


 


(e)            Payments.
All amounts due under this Section shall be payable not later than thirty days after written demand therefor (together with reasonable
backup documentation supporting any such reimbursement request).


 


(f)            Survival.
The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative
Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge
of all the other Obligations.


 


10.05.    Payments
Set Aside. To the extent that any payment by or on behalf of
the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right
of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent
or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such
Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any
Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to
be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not
occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication)
of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the
date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of
the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination
of this Agreement.




    
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10.06.    Successors
and Assigns.


 


(a)            Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby; provided that (i) the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and (ii)
no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (A) to an assignee in accordance
with the provisions of subsection (b) of this Section or (B) by way of participation in accordance with the provisions
of subsection (d) of this Section or (C) by way of pledge or assignment of a security interest subject to the restrictions
of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this
Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)           Assignments
by Lenders. Any Lender may at any time assign to one or more assignees (other than any Competitor; provided, that the list
of Competitors included in the definition of the “Competitors” is permitted to be made available to any Lender who
specifically requests are copy thereof) all or a portion of its rights and obligations under this Agreement and the other Loan
Documents (including all or a portion of its Commitment and the Loans at
the time owing to it); provided that any such assignment shall be subject to the following conditions:


 


		(i)	Minimum
Amounts.



 


(A)       in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time
owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that
equal at least the amount specified in or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund,
no minimum amount need be assigned; and


 


(B)       in any
case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans
of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no
Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld
or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments
from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group)
will be treated as a single assignment for purposes of determining whether such minimum amount has been met.




    
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(ii)            Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement and the other Loan Documents with respect to the Loans or the Commitment assigned;


 


(iii)           Required
Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of
this Section and, in addition:


 


(A)       the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender
or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall
object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;and


 


(B)       the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment
is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;


 


(iv)           Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption
(which shall contain, without limitation, a representation and warranty from the assignee that such assignee is not a Competitor),
together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative
Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee,
if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(v)            No
Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates
or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural Person (or a holding
company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person).




    
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(vi)           Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata
share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the
Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full
pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any
assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance
with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes
of this Agreement until such compliance occurs.


 


Subject
to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after
the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and,
to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption,
be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to
be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 11.04 with respect to facts and circumstances
occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed
by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim or any party hereunder
arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that
does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation
in such rights and obligations in accordance with subsection (d) of this Section.


 


(c)            Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes),
shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent
thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments
of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time
(the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower,
the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available
for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.




    
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(d)           Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of a natural Person, a Defaulting Lender or the Borrower or any Affiliates or Subsidiaries of the Borrower or
any Competitor; provided, that the list of Competitors included in the definition of “Competitors” is permitted to
be made available to any lender who specifically requests a copy thereof) (each, a “Participant”) in all or
a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)
the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible
for the indemnity under Section 10.04(c) without regard to the existence of any participation.


 


Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the
sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such
Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04
and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection
(b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to
the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of
Sections 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled
to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from
whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive
a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender
that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the
Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that
such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation
shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name
and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans
or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender
shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant
or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations
under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment,
loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall
have no responsibility for maintaining a Participant Register. 





    
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(e)           Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations
to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(f)            Granting
 Lenders. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may
grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative
Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender
would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment
by any SPC to fund any Loan; and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part
of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby
agrees that (A) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or
otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section
3.04); (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender
would be liable (which indemnity or similar payment obligation should be retained by the Granting Lender); and (C) the Granting
Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan
Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the
Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each
party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one
year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute
against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained
in this Section 10.06, any SPC may (x) with notice to, but without prior consent of the Borrower and the Administrative
Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect
to any Loan to the Granting Lender and (y) disclose on a confidential basis (and in accordance with Section 10.07) any
non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety
or Guarantee or credit or liquidity enhancement to such SPC.




    
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10.07.    Treatment
of Certain Information; Confidentiality. Each of the Administrative
Agent and the Lenders shall maintain the confidentiality of the Information (as defined below) and shall use such Information
solely for the purpose of providing the services that are subject to this Agreement and the other Loan Documents, except that
Information may be disclosed (a) to its respective Affiliates, its auditors and its Related Parties who need to know such information
in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby (it being understood
that the Persons, including, for the avoidance of doubt, the Related Parties of such Persons, to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed to keep such Information confidential in accordance
with the provisions of this Section), (b) to the extent required or requested by any regulatory authority having jurisdiction
over such Person or its Related Parties, (c) pursuant to the order of any court or administrative agency, (d) to any other party
hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section or
as otherwise reasonably acceptable to the Borrower and such Person, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights and obligations under this Agreement (in each case, other than to any Competitor)
or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments
are to be made by reference to the Borrower or any of its subsidiaries or any of their respective obligations, this Agreement
or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries
or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance
and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with
the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach
of this Agreement or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a
non-confidential basis from a source other than the Borrower that, to such Person’s knowledge, is not subject to confidentiality
obligations to the Borrower; provided, that, in the case of clauses (b) and (e) above (except with respect
to any routine or ordinary course audit or examination conducted by bank accountants or any governmental bank or regulatory authority
exercising examination or regulatory authority), each of the Administrative Agent and the Lenders agree to (A) inform the Borrower
promptly thereof prior to such disclosure to the extent not prohibited by law, rule or regulation, (B) use its respective reasonable
efforts, at the request and expense of the Borrower, to cooperate with the Borrower to the extent the Borrower may seek to limit
such disclosure, (C) exercise reasonable efforts, at the Borrower’s expense, to obtain an appropriate protective order or
other reliable assurance that confidential treatment will be accorded to the information and (D) only disclose that portion of
information such Person’s counsel advises that it is legally required to disclose. In addition, the Administrative Agent
and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar
service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration
of this Agreement, the other Loan Documents, and the Commitments.


 


For
purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary
relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available
to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Borrower or any Subsidiary, provided
that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly
identified at the time of delivery as confidential.




    
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Each
of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information
concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material
non- public information and (c) it will handle such material non-public information in accordance with applicable Law, including
United States Federal and state securities Laws.


 


10.08.     Right
of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional
or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender
or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower
now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such
Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower
may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or
Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender
shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent
for further application in accordance with the provisions of Section 2.13 and, pending such payment, shall be segregated
by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders,
and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the
Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their
respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that
such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly
after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such
setoff and application.


 


10.09.     Interest Rate Limitation.
Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan
Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).If
the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining
whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such
Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee,
or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate,
and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.




    
		88	Cboe Global Markets, Inc. – Credit Agreement
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10.10.     Counterparts;
Integration; Effectiveness. This Agreement and each of the other
Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other
Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section
4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.
Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging (e.g., “.pdf”
or “.tif”) means shall be effective as delivery of a manually executed counterpart of this Agreement.


 


10.11.     Survival of Representations and Warranties.
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or
thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations
and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made
by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may
have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as
long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.


 


10.12.     Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the
enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined
in good faith by the Administrative Agent then such provisions shall be deemed to be in effect only to the extent not so limited.



    
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10.13.    Replacement of Lenders.
If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting
Lender or a Non- Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions
contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to
payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents
to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment),
provided that:


 


(a)            the
Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b);


 


(b)           such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts);


 


(c)            in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made
pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;


 


(d)           such
assignment does not conflict with applicable Laws; and


 


(e)            in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent.





 


A
Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender
or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.


 


10.14.    Governing
Law; Jurisdiction; Etc.


 


(a)           GOVERNING
LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT
OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER
LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)           SUBMISSION
TO JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION
OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ANY OTHER
PARTY HERETO OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE
UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES
HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION
OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER
MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER
OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.




    
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(c)           WAIVER
OF VENUE. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


(d)           SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY APPLICABLE LAW.


 


10.15.    Waiver of Jury Trial.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.




    
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10.16.    No
Advisory or Fiduciary Responsibility. In connection with all
aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof
or of any other Loan Document), the Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding
this Agreement provided by the Administrative Agent, the Arranger and the Lenders are arm’s-length commercial transactions
between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arranger and the Lenders, on the other
hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate,
and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arranger and each Lender is and has
been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and
will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither
the Administrative Agent, the Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect
to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and
(iii) the Administrative Agent, the Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative
Agent, the Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To
the fullest extent permitted by law, the Borrower hereby agrees not to assert any claims that it may have against the Administrative
Agent, the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with
any aspect of any transaction contemplated hereby.


 


10.17.    Electronic
Execution of Assignments and Certain Other Documents.


 


(a)            The
words “execute,” “execution,” “signed,” “signature,” and words of like import
in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including
without limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, waivers and consents)
shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic
platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as
the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative
Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to
by the Administrative Agent pursuant to procedures approved by it.




    
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(b)           This
Agreement and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or
authorization related to this Agreement (each a “Communication”), including Communications required to be in
writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. The Borrower agrees that
any Electronic Signature on or associated with any Communication shall be valid and binding on the Borrower to the same extent
as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid
and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms thereof to the same extent
as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary
or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication.
For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative
Agent and each of the Lenders of a manually signed paper Communication which has been converted into electronic form (such as
scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery
and/or retention. The Administrative Agent and each of the Lenders may, at its option, create one or more copies of any Communication
in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary
course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic
Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect,
validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent
is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative
Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative
Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely
on any such Electronic Signature purportedly given by or on behalf of the Borrower without further verification and (b) upon the
request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed
counterpart.


 


10.18.     USA PATRIOT Act.
Each Lender that is subject to the Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies
the Borrower that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies
the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender
or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act. The Borrower shall, promptly
following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative
Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer”
and anti-money laundering rules and regulations, including the Act.




    
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10.19.    Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding
anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties,
each party hereto acknowledges that any liability of the Borrower or any Lender that is an Affected Financial Institution arising
under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of
the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)           the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by the Borrower or any Lender that is an Affected Financial Institution; and


 


(b)           the effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)           a reduction in full or in part or cancellation
of any such liability;


 


(ii)          a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(iii)        the variation
of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution
Authority.


 


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		94	Cboe Global Markets, Inc. – Credit Agreement
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Exhibit
B


 


SCHEDULE
2.01


 


COMMITMENTS


AND
APPLICABLE PERCENTAGES


 


	Lender	 	Commitment	 	 	Applicable Percentage	 
	Bank of America, N.A.	 	$	400,000,000	 	 	 	100	%
	 	 	 	 	 	 	 	 	 
	Total	 	$	400,000,000	 	 	 	100	%