EX-10.1






AMENDMENT NO. 1 TO 364 DAY REVOLVING CREDIT AGREEMENT




This Amendment No. 1 to 364 Day Revolving Credit Agreement (this “Amendment”) dated as of
November 17, 2008, is made by and among CME GROUP INC., a Delaware corporation (the “Borrower”),
BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the
United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as
defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”) and
each of the Lenders party hereto. All Lenders party to the Credit Agreement immediately prior to
giving effect to this Amendment and the assignments made pursuant to the Master Assignment
referenced below (which such Master Assignment shall be effective substantially simultaneously with
this Amendment) shall be referred to herein as the “Existing Lenders”; all Existing Lenders that
are party to this Amendment shall be referred to herein as the “Approving Existing Lenders”; all
Existing Lenders that are not party to this Amendment shall be referred to herein as the
“Non-Approving Existing Lenders”; and all Lenders party hereto that became party to the Credit
Agreement substantially simultaneously with the execution and delivery of this Amendment and the
assignments made pursuant to the Master Assignment referenced below shall be referred to herein as
the “New Lenders”.



W I T N E S S E T H:




WHEREAS, the Borrower, the Administrative Agent and the Existing Lenders have entered into
that certain 364 Day Revolving Credit Agreement dated as of August 22, 2008 (the “Credit
Agreement”; capitalized terms used in this Amendment not otherwise defined herein shall have the
respective meanings given thereto in the Credit Agreement), pursuant to which the Existing Lenders
have made available to the Borrower a revolving credit facility; and



WHEREAS, the Borrower has advised the Administrative Agent and the Existing Lenders that it
desires to amend certain provisions of the Credit Agreement to, among other things, postpone
payment of certain of the continuation fees described in Section 2.10(b) of the Credit Agreement,
as more particularly set forth below, and the Lenders signatory hereto are willing to effect such
amendments on the terms and conditions contained in this Amendment;



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



1. Amendments to Credit Agreement. Subject to the terms and conditions set forth
herein, the Credit Agreement is hereby amended as follows:




	 	(a)	 	The following definition of “Amendment No.1” is inserted in Section
1.01 in the appropriate alphabetical position therein:






“Amendment No.1” means that certain Amendment No.1 to 364 Day
Revolving Credit Agreement dated as of November 17, 2008 among the Borrower,
the Administrative Agent and the Lenders party thereto.




	 	(b)	 	The following definition of “Amendment No.1 Effectiveness Date” is
inserted in Section 1.01 in the appropriate alphabetical position therein:






“Amendment No.1 Effectiveness Date” means November 17, 2008.




	 	(c)	 	The following definition of “Approving Existing Lenders” is inserted in
Section 1.01 in the appropriate alphabetical position therein:






“Approving Existing Lenders” means (i) those Existing Lenders that
were parties to Amendment No. 1, and (ii) any future assignees of the
Revolving Commitments of such Existing Lenders in effect as of the Amendment
No.1 Effectiveness Date (and successive assignees of such Revolving
Commitments), in each case only to the extent of such Revolving Commitments
so assigned to such assignees by such Existing Lenders.




The following definition of “Existing Lenders” is inserted in
Section 1.01 in the appropriate alphabetical position therein:




“Existing Lenders” means Bank of America, N.A., UBS Loan Finance LLC,
Bank of Montreal, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and PNC Bank
National Association.




	 	(d)	 	The following definition of “Master Assignment” is inserted in
Section 1.01 in the appropriate alphabetical position therein:






“Master Assignment” means that certain Master Assignment and
Assumption dated as of November 17, 2008 among Bank of America, N.A., UBS
Loan Finance LLC, Bank of Montreal, The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
PNC Bank National Association, Lloyds TSB Bank plc, Barclays Bank PLC, the
Borrower and the Administrative Agent.




	 	(e)	 	The following definition of “New Lenders” is inserted in Section
1.01 in the appropriate alphabetical position therein:






“New Lenders” means (i) Lloyds TSB Bank plc and Barclays Bank PLC and
(ii) any future assignees of the Revolving Commitments of such Lenders in
effect as of the Amendment No.1 Effectiveness Date (and successive assignees
of such Revolving Commitments), in each case only to the extent of such
Revolving Commitments so assigned to such assignees by such Lenders.




	 	(f)	 	The following definition of “Non-Approving Existing Lenders” is
inserted in Section 1.01 in the appropriate alphabetical position therein:






“Non-Approving Existing Lenders” means (i) those Existing Lenders
that were not party to Amendment No. 1, and (ii) any future assignees of such
Existing Lenders of the Revolving Commitments of such Existing Lenders in
effect as of the Amendment No.1 Effectiveness Date (and successive assignees
of such Revolving Commitments), in each case only to the extent of such
Revolving Commitments so assigned to such assignees by such Existing Lenders.




	 	(g)	 	Section 2.09(b) of the Credit Agreement is hereby amended by deleting
“(b)” in the fourth line and inserting “(c)” in lieu thereof.






	 	(h)	 	Section 2.10(b) is deleted in its entirety and the following
Section 2.10(b)(i), (ii), (iii) and (iv) is inserted in lieu thereof:






	 	(b)	 	(i) The Borrower agrees to pay to the
Administrative Agent for the account of each respective Non-Approving
Existing Lender (i) if on the date that is ninety (90) days after the
Effective Date, all then outstanding Loans have not been paid in full
and the Revolving Commitments have not been terminated, a continuation
fee equal to 0.50% times the amount of the Revolving Commitments of such
Non-Approving Existing Lender on such date, (ii) if on the date that is
one hundred eighty (180) days after the Effective Date, all then
outstanding Loans have not been paid in full and the Revolving
Commitments have not been terminated, a continuation fee equal to 0.75%
times the aggregate amount of the Revolving Commitments of such
Non-Approving Existing Lender on such date and (iii) if on the date that
is two hundred seventy (270) days after the Effective Date all then
outstanding Loans have not been paid in full and the Revolving
Commitments have not been terminated, a continuation fee equal to 1.00%
times the aggregate amount of the Revolving Commitments of such
Non-Approving Existing Lender on such date.






(ii) The Borrower agrees to pay to the Administrative Agent for the
account of each respective Approving Existing Lender (i) if on the
date that is ninety (90) days after the Effective Date, all then
outstanding Loans have not been paid in full and the Revolving
Commitments have not been terminated, a continuation fee equal to
0.25% times the amount of the Revolving Commitments of such Approving
Existing Lender on such date after giving effect to Amendment No. 1
and the assignments made pursuant to the Master Assignment, (ii) if
on the date that is one hundred eighty (180) days after the Effective
Date, all then outstanding Loans have not been paid in full and the
Revolving Commitments have not been terminated, a continuation fee
equal to 0.75% times the aggregate amount of the Revolving
Commitments of such Approving Existing Lender on such date and (iii)
if on the date that is two hundred seventy (270) days after the
Effective Date all then outstanding Loans have not been paid in full
and the Revolving Commitments have not been terminated, a
continuation fee equal to 1.25% times the aggregate amount of the
Revolving Commitments of such Approving Existing Lender on such date.




(iii) The Borrower shall not be required to pay any continuation fees
to New Lenders with respect to the Revolving Commitments of the New
Lenders as of the Amendment No.1 Effectiveness Date after giving
effect to Amendment No. 1 and the assignments made pursuant to the
Master Assignment.




(iv) The Borrower and the Lenders acknowledge and agree that the
Revolving Commitments held by each of the Existing Lenders on the
Amendment No.1 Effectiveness Date after giving effect to Amendment
No.1 and the assignments made pursuant to the Master Assignment (each
such Revolving Commitment is hereinafter referred to as an “EL
Revolving Commitment”) shall be subject to the terms of this
Section 2.10(b) regardless of whether such EL Revolving
Commitments are (A) held by such Existing Lender, (B) assigned to a
Lender who becomes a Lender under this Agreement after the Amendment
No.1 Effectiveness Date and who is neither a New Lender or an
Existing Lender, or (C) held by any Lender (including any New Lender
or Existing Lender) increasing its Revolving Commitments after the
Amendment No.1 Effectiveness Date after giving effect to Amendment
No.1 and the assignments made pursuant to the Master Assignment, in
any such case as a result of an assignment of such EL Revolving
Commitments from an Existing Lender to such Lender, and the Lender
holding such EL Revolving Commitments shall be entitled to the
continuation fees described above based on the amount of such EL
Revolving Commitment held by any such Lender on any applicable date.




	 	(i)	 	Section 2.14(a) of the Credit Agreement is hereby amended by deleting
“(other than a payment or conversion made pursuant to Section 2.06)” in the
third and fourth line and inserting “(other than a payment made pursuant to Section
2.12(b))” in lieu thereof.






	 	(j)	 	The existing Schedule 2.01 is deleted it in its entirety and
Schedule 2.01 attached hereto is inserted in lieu thereof.





2. Effectiveness; Conditions Precedent. The effectiveness of this Amendment and the
amendments to the Credit Agreement herein provided are subject to the satisfaction of the following
conditions precedent:




(a) the Administrative Agent shall have received each of the following documents or
instruments in form and substance reasonably acceptable to the Administrative Agent:




(i) counterparts of this Amendment, duly executed by the Borrower, each
Approving Existing Lender and each of the New Lenders, which constitute Required
Lenders, and acknowledged by the Administrative Agent;




(ii) (x) a true and complete copy of resolutions for the Borrower authorizing
the amendments contemplated hereby, (y) a certification that each of the certificate
of incorporation and by-laws of the Borrower has not been amended or otherwise
modified since the effective date of the Credit Agreement or, in the alternative,
attaching true and complete copies of all amendments and modifications thereto and
(z) evidence of the good standing of the Borrower;




(iii) a certificate signed by a Senior Officer of the Borrower certifying as to
the representations and warranties set forth in Section 3(a);




(iv) a written opinion (addressed to the Administrative Agent and the Lenders
and dated the date hereof) of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for
the Borrower, and a written opinion (addressed to the Administrative Agent and the
Lenders and dated the date hereof) of the general counsel of the Borrower, each in
form and substance reasonably satisfactory to the Administrative Agent; and




(v) originals or copies (which may include telecopy or electronic mail
submission of a signed promissory note) of promissory notes in favor of each New
Lender, substantially in the form of Exhibit D to the Credit Agreement.




(b) the Master Assignment referenced herein (a true and complete copy of which shall
have been received by the Administrative Agent) shall have become effective substantially
simultaneously with the effectiveness of this Amendment; and




(c) unless waived by the Administrative Agent, all accrued fees and expenses of the
Arrangers, the Administrative Agent and the Lenders required to be paid in connection with
the Credit Agreement on or prior to the closing of the Amendment shall have been paid.



This Agreement shall become effective as of the date hereof upon satisfaction of the conditions set
forth in clauses (a) through (c) above and the Administrative Agent shall give notice to the
Borrower of the effectiveness of this Amendment.



3. Representations and Warranties. In order to induce the Lenders to enter into this
Amendment, the Borrower represents and warrants to the Lenders as follows:




(a) At the time of and immediately after giving effect to this Amendment, (i) the
representations and warranties of the Borrower set forth in Article III of the Credit
Agreement shall be true and correct in all material respects on and as of the date hereof,
and (ii) no Default or Event of Default has occurred and is continuing;




(b) This Amendment has been duly executed and delivered by the Borrower and constitutes
a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or
at law.



4. Entire Agreement. This Amendment, together with the Master Assignment and the
Credit Agreement (collectively, the “Relevant Documents”), sets forth the entire understanding and
agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior
negotiations and agreements among the parties relating to such subject matter. No promise,
condition, representation or warranty, express or implied, not set forth in the Relevant Documents
shall bind any party hereto, and no such party has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except as otherwise
expressly stated in the Relevant Documents, no representations, warranties or commitments, express
or implied, have been made by any party to any other party in relation to the subject matter hereof
or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or
canceled orally or otherwise, except in writing and in accordance with Section 9.02 of the
Credit Agreement.



5. Full Force and Effect of Agreement. Except as hereby specifically amended,
modified or supplemented, the Credit Agreement is hereby confirmed and ratified in all respects and
shall be and remain in full force and effect according to their respective terms.



6. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original as against any party whose signature appears thereon, and all
of which shall together constitute one and the same instrument. Delivery of an executed
counterpart of a signature page of this Amendment by telecopy or other electronic transmission
(e.g. pdf or electronic mail) shall be effective as a manually executed counterpart of this
Amendment.



7. Governing Law. THIS AMENDMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Borrower hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court 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, in any action
or proceeding arising out of or relating to this Amendment, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court. This Amendment shall be further
subject to the provisions of Sections 9.09 and 9.10 of the Credit Agreement.



8. Enforceability. Any provision of this Amendment held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or enforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



9. References. All references to the “Credit Agreement” shall mean the Credit
Agreement, as amended hereby.



10. Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the Borrower, the Administrative Agent, the Lenders and their respective successors,
legal representatives, and assignees to the extent such assignees are permitted assignees as
provided in Section 9.04 of the Credit Agreement.



[Signature pages follow.]




1




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



	 	 	 
	BORROWER:

	 	

	 

	CME GROUP INC.

	By:

	 	/s/ James E. Parisi
	 

	 	 
	Name:

	 	James E. Parisi
	
 
	 	 
	Title:

	 	Managing Director & CFO
	 

	 	 






2





	 	 	ACKNOWLEDGED BY:






ADMINISTRATIVE AGENT:




BANK OF AMERICA, N.A., as Administrative Agent



	 	 	 
	By:

	 	/s/ Don B. Pinzon
	 

	 	 
	Name:

	 	Don B. Pinzon
	
 
	 	 
	Title:

	 	Vice President
	 

	 	 






3




4




	 	 	 
	 	 	APPROVING EXISTING LENDERS:	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender	 	 
	 	 	By:	 	 	 	/s/ William J. Coupe
	 	 	Name:	 	 	 	 	 	William J. Coupe
	 	 	Title:	 	 	 	Senior Vice President






	 	 	UBS LOAN FINANCE LLC, as a Lender






By:/s/ Richard L. Tavrow

Name: Richard L. Tavrow

Title: Director





By:/s/ Irja R. Otsa

Name:Irja R. Otsa

Title:Associate Director




5




BANK OF MONTREAL, as a Lender




By:/s/ Linda [illegible]

Name:  Linda [illegible]

Title: Managing Director




6





THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a




Lender




By:/s/ Victor Pierzchalski

Name: Victor Pierzchalski

Title: Authorized Signatory




7




PNC BANK NATIONAL ASSOCIATION, as a Lender




By:/s/ Edward J. Chidiac

Name: Edward J. Chidiac

Title: Managing Director




8




NEW LENDERS:




LLOYDS TSB BANK PLC, as a Lender




By:/s/ Alexander Wilson

Name: Alexander Wilson

Title: Director, Financial Institutions, USA





By:/s/ Candi Obrentz

Name: Candi Obrentz

Title: Associate Director, Financial

Institutions, USA



9




BARCLAYS BANK PLC, as a Lender




By:/s/ Nicholas Bell

Name: /s/ Nicholas Bell

Title: Director





10