EX-10.1






FIRST AMENDMENT




FIRST AMENDMENT, dated as of December 10, 2007 (this “Amendment”), to the 364-Day
Revolving Credit Agreement, dated as of July 27, 2007 (as heretofore amended, supplemented or
otherwise modified, the “Credit Agreement”), by and among CME GROUP INC., as Borrower, each
of the Lenders from time to time party thereto and LEHMAN COMMERCIAL PAPER INC., as Administrative
Agent.



W I T N E S S E T H:




WHEREAS, pursuant to the Credit Agreement, the Lenders have made credit facilities available
to the Borrower on the terms set forth in the Credit Agreement;



WHEREAS, the Borrower and the Lenders desire to amend the Credit Agreement as provided in this
amendment on the terms and conditions set forth herein;



NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:



Section 1. Defined Terms. Unless otherwise defined herein, capitalized terms which
are defined in the Credit Agreement are used herein as defined therein.



Section 2. Amendment to Section 1.01 of the Credit Agreement. Section 1.01 of the
Credit Agreement is hereby amended by adding the following definitions thereto, in appropriate
alphabetical order:



“BM&F” means the Bolsa de Mercadorias & Futuros- BM&F S.A. (a/k/a Brazilian Mercantile
& Futures Exchange S.A.), a sociedade por ações organized under the laws of the Republic of Brazil.



“BM&F Transaction” means, collectively, the acquisition of up to a 10% equity
investment in BM&F directly or indirectly through one or more Subsidiaries of the Borrower (which
is currently contemplated to occur in the first quarter of 2008) and the transactions in connection
therewith effecting such acquisition.



Section 3. Amendment to Section 5.09 of the Credit Agreement. Section 5.09 of the
Credit Agreement is hereby amended by deleting the first sentence of such Section in its entirety
and substituting in lieu thereof the following first sentence:



“The proceeds of the Loans will be used only (a) to finance the Share Repurchase Offer and to
pay fees and expenses related thereto and/or to the Merger, (b) for commercial paper support
related to (1) the uses (and subject to the limitations of such uses) described in the preceding
clause (a) and the subsequent clause (c) and (2) financing completion of the BM&F Transaction, and
(c) in an amount not to exceed $300,000,000 in the aggregate for other general corporate purposes.



Section 4. Amendment to Section 6.03(h) of the Credit Agreement. Section 6.03(h) of
the Credit Agreement is hereby amended by replacing each reference therein to the “Share Repurchase
Offer” with a reference to the “BM&F Transaction” and adding the following phrase at the end
thereof:



“or in favor of BM&F or any Subsidiary thereof; provided that the aggregate principal
amount of any Indebtedness or other obligations secured thereby does not exceed $750,000,000 at any
time outstanding;”



Section 5. Amendment to Section 6.04 of the Credit Agreement. Section 6.04 of the
Credit Agreement is amended by (i) deleting the word “and” before the reference to “(v)” and
replacing it with a comma and (ii) adding at the end of such Section 6.04 before the period, the
following:



“and (vi) a Subsidiary of the Borrower organized under the laws of the Republic of Brazil may
merge with another Person in connection with the BM&F Transaction.”



Section 6. Effectiveness.  This Amendment shall become effective on the date hereof
once the Administrative Agent shall have received the Required Lenders’ consent and the Borrower
shall have delivered a duly executed counterpart to this Amendment to the Administrative Agent.  



Section 7. Continuing Effect. Except as expressly set forth in this Amendment, all of
the terms and provisions of the Credit Agreement and the other Loan Documents are ratified and
confirmed, and are and shall remain in full force and effect, and the Borrower shall continue to be
bound by all of such terms and provisions. The amendment provided for herein is limited as
specified herein and shall not constitute an amendment or waiver of any provision of the Credit
Agreement or the other Loan Documents not expressly referred to herein and shall not be construed
as an amendment, waiver or consent to any action on the part of the Borrower that would require an
amendment, waiver or consent of the Administrative Agent or the Lenders except as expressly stated
herein. Any reference to the “Credit Agreement” in the Loan Documents or any related documents
shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.



Section 8. Expenses. The Borrower agrees to pay and reimburse the Administrative
Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the
preparation and delivery of this Amendment, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent.



Section 9. Governing Law. This Amendment shall in all respects be governed by and
construed in accordance with the laws of the State of New York.



Section 10. Counterparts. This Amendment may be signed in any number of counterparts
(including by telecopy), each of which shall constitute an original, but all of which when taken
together shall constitute one instrument.



• * * * *

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




CME GROUP INC.



	 	 	 
	By:

	 	/s/ James A. Pribel
	
 
	 	 
	
 
	 	Name: James A. Pribel







	 	 	Title: Director and Treasurer





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LEHMAN
COMMERCIAL PAPER INC., as Administrative Agent
and as a Lender






	 	 	 
	By:

	 	/s/ Claire O’Connor
	
 
	 	 
	
 
	 	Name: Claire O’Connor

Title: Managing Director











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	 	 	MERRILL LYNCH BANK USA, as a Lender





	 	 	 
	By:

	 	/s/ Louis Alder
	
 
	 	 
	
 
	 	Name: Louis Alder

Title: Director







	 	 	MERRILL LYNCH CAPITAL CORPORATION, as a Lender





	 	 	 
	By:

	 	/s/ John Rowland
	
 
	 	 
	
 
	 	Name: John Rowland

Title: Vice President






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	 	 	BMO CAPITAL MARKETS FINANCING INC., as a
Lender





	 	 	 
	By:

	 	/s/ Linda C. HAven
	
 
	 	 
	
 
	 	Name: Linda C. Haven

Title: Managing Director







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