EX-10.1






CHICAGO MERCANTILE EXCHANGE INC.




CREDIT AGREEMENT




DATED AS OF OCTOBER 14, 2005




AMONG




CHICAGO MERCANTILE EXCHANGE INC.,




EACH OF THE BANKS FROM TIME TO TIME PARTY HERETO




AND




1




THE BANK OF NEW YORK, AS COLLATERAL AGENT

TABLE OF CONTENTS




PAGE




	 	 	 	 	 	 	 	 	 
	ARTICLE I DEFINITIONS
ARTICLE II THE CREDIT
Section 2.1
	 	Revolving Credit Loans
	 	 	 	 
	Section 2.2
	 	Ratable Loans
	 	 	 	 
	Section 2.3
	 	Payment on Last Day of Interest Period
	 	 	 	 
	Section 2.4
	 	Reborrowing of Advances
	 	 	 	 
	Section 2.5
	 	Optional Principal Payments
	 	 	 	 
	Section 2.6
	 	Mandatory Principal Payments
	 	 	 	 
	Section 2.7
	 	Adjustments of Commitments.
	 	 	 	 
	Section 2.8
	 	Commitment Fee
	 	 	 	 
	Section 2.9
	 	Collateral.
	 	 	 	 
	Section 2.10
	 	Additional Credit Facility
	 	 	11	 






	 	 	 
	ARTICLE III FUNDING THE CREDITS

	 
	 	 
	Section 3.1

Section 3.2

Section 3.3

Section 3.4

Section 3.5

Section 3.6

	 	Method of Borrowing

Minimum Amount of Each Advance

Rate Before and After Maturity

Method of Payment

Notes; Telephonic Notices

Interest Payment Dates; Interest Basis






	 	 	 
	ARTICLE IV BANKS’ SERVICING ARRANGEMENT

	 
	 	 
	Section 4.1

Section 4.2

Section 4.3

Section 4.4

Section 4.5

Section 4.6

Section 4.7

Section 4.8

Section 4.9

	 	Notice to and Payment by the Banks

Payment by Banks to Servicing Banks

Distribution of Payments

Rescission of Payments by the Company

Powers Granted to the Servicing Banks

Resignation or Termination of Servicing Bank

Non-Reliance Representation

Exculpation

Acknowledgment






	 	 	 
	ARTICLE V CONDITIONS PRECEDENT

	 
	 	 
	Section 5.1

Section 5.2

	 	Conditions Precedent.

Each Advance






	 	 	 
	ARTICLE VI REPRESENTATIONS AND WARRANTIES

	 
	 	 
	Section 6.1

Section 6.2

Section 6.3

Section 6.4

Section 6.5

Section 6.6

Section 6.7

Section 6.8

Section 6.9

Section 6.10

Section 6.11

	 	Corporate Existence and Standing

Authorization and Validity.

Compliance with Laws and Contracts

Financial Statements

Material Adverse Change

Subsidiaries

Accuracy of Information

Margin Regulations

Taxes

Litigation

ERISA






	 	 	 
	ARTICLE VII COVENANTS

Section 7.1

Section 7.2

Section 7.3

Section 7.4

Section 7.5

Section 7.6

Section 7.7

Section 7.8

Section 7.9

Section 7.10

Section 7.11

Section 7.12

	 	

Financial Reporting

Use of Proceeds

Notice of Default

Conduct of Business

Compliance with Laws

Inspection

Tangible Net Worth

Liens

Additional Clearing Members

CME Rule Changes

Taxes

Insurance






	 	 	 
	ARTICLE VIII DEFAULTS

Section 8.1

Section 8.2

Section 8.3

Section 8.4

Section 8.5

Section 8.6

Section 8.7

Section 8.8

Section 8.9

Section 8.10

Section 8.11

	 	

Representations and Warranties

Payment Defaults

Certain Covenant Defaults

Other Covenant Defaults

Other Indebtedness

Bankruptcy, etc.

Involuntary Bankruptcy, etc.

Condemnation

Judgments

Security Interest; Validity

CFTC Designation






	 	 	 
	ARTICLE IX ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

	 
	 	 
	Section 9.1

Section 9.2

Section 9.3

	 	Acceleration

Amendments

Preservation of Rights






	 	 	 
	ARTICLE X COLLATERAL AGENT

	 
	 	 
	Section 10.1

Section 10.2

Section 10.3

Section 10.4

Section 10.5

Section 10.6

Section 10.7

Section 10.8

	 	Declaration and Acceptance of Appointment; No Fiduciary Duties

Reliance by Collateral Agent

Reimbursement and Indemnification

Collateral Agent in its Individual Capacity

Resignation or Termination of Collateral Agent

Non-Reliance Representation

Exculpation

Collateral Valuation






	 	 	 
	ARTICLE XI GENERAL PROVISIONS

	 
	 	 
	Section 11.1

Section 11.2

Section 11.3

Section 11.4

Section 11.5

Section 11.6

Section 11.7

Section 11.8

Section 11.9

Section 11.10

Section 11.11

Section 11.12

Section 11.13

Section 11.14

	 	Successors and Assigns.

Survival of Representations

Governmental Regulation

Taxes.

Choice of Law; Jurisdiction

Headings

Entire Agreement

Several Obligations

Expenses; Indemnification.

Accounting

Severability of Provisions

Confidentiality

WAIVER OF TRIAL BY JURY

USA Patriot Act Notification






	 	 	 
	ARTICLE XII SETOFF; RATABLE PAYMENTS

	 
	 	 
	Section 12.1

	 	Setoff; Ratable Payments.






	 	 	 
	ARTICLE XIII NOTICES

Section 13.1

Section 13.2

	 	

Giving Notice

Change of Address






ARTICLE XIV COUNTERPARTS



ARTICLE XV SUBORDINATION



2




CHICAGO MERCANTILE EXCHANGE INC.




CREDIT AGREEMENT




This Credit Agreement, dated as of October 14, 2005, is among Chicago Mercantile Exchange
Inc., a Delaware corporation (together with its successors and assigns, “CME” or the “Company”) and
a wholly owned subsidiary of Chicago Mercantile Exchange Holdings Inc. (together with its
successors and assigns, “Holdings”), the Banks and The Bank of New York, as Collateral Agent.



In consideration of the mutual agreements herein contained, the parties hereto hereby agree as
follows:



ARTICLE I




DEFINITIONS




The parties hereto agree as follows:



As used in this Agreement:



“Accelerated Termination Date” has the meaning set forth in Section 11.9(d).



“Accelerated Termination Notice” has the meaning set forth in Section 2.7.2.



“Additional Amount” has the meaning set forth in Section 11.4(a).



“Advance” means a borrowing hereunder consisting of the aggregate amount of the several Loans
made to the Company by the Banks at the same time and having the same maturity date.



“Aggregate Commitment” means the aggregate of the Commitments of all the Banks hereunder.



“Agreement” means this Credit Agreement, as it may be amended, restated, supplemented or
otherwise modified from time to time.



“Agreement Accounting Principles” means generally accepted principles of accounting in effect
at the time of the preparation of the financial statements referred to in Section 6.4,
applied in a manner consistent with that used in preparing such statements.



“Article” means an article of this Agreement unless another document is specifically
referenced.



“Assignment Agreement” has the meaning set forth in Section 11.1(c).



“Banks” means the banks and other financial institutions listed on the signature pages of this
Agreement and their respective successors and assigns and any other financial institution that
becomes a party hereto as a Bank in accordance with Section 9.2(b).



“Borrowing Base” means, at any time, an amount equal to the aggregate Discounted Value of all
Collateral at such time, excluding, however, the Discounted Value of any Security Deposits and
Performance Bonds that are not subject to a first priority perfected Lien in favor of the
Collateral Agent, for the ratable benefit of the Banks, pursuant to the Collateral Documents, free
and clear of any other Lien other than Liens permitted by subsection (a), (b) or (c) of Section
7.8.



“Borrowing Date” means a date on which an Advance is made hereunder.



“Business Day” means any day other than a Saturday, Sunday or other day on which commercial
banks in Chicago, Illinois or New York, New York are authorized or required by law to close.



“Clearing House” means the department of the Company through which all futures and options on
futures trades on or subject to the rules of the exchange are reconciled, settled, adjusted and
cleared.



“Clearing Member” means a firm qualified to clear trades through the Clearing House.



“CME” has the meaning set forth in the preamble hereto.



“CME Rules” means the rules of the Company as amended and in effect from time to time and
includes any interpretations thereof. “CME Rule” shall refer to any specifically designated rule.



“Collateral” means any and all rights and interests in or to the Performance Bonds of
Defaulted Clearing Members and to the Security Deposits, in which a Lien is created or purported to
be created pursuant to the Collateral Documents, all as more particularly described in the Security
and Pledge Agreement.



“Collateral Agent” means The Bank of New York, in its capacity as collateral agent for the
Banks pursuant to Article X or any successor collateral agent hereunder, together with their
respective successors and assigns.



“Collateral Documents” means the Security and Pledge Agreement, the Securities Account Control
Agreement, each Money Fund Control Agreement and all other agreements and documents entered into by
the Company in favor of the Collateral Agent for the benefit of the Banks for the purpose of
effecting the Security and Pledge Agreement, in each case, as the same may be amended, restated,
supplemented or otherwise modified from time to time.



“Collateral Notice” has the meaning set forth in Section 10.8.



“Commitment” means, for each Bank, the obligation of such Bank to make Loans to the Company in
an aggregate principal amount at any one time outstanding not exceeding the amount set forth
opposite its signature below, or as set forth in an Assignment Agreement in the case of any Bank
that becomes a party hereto pursuant to Section 11.1(c), or as agreed to between the
Company and the applicable Bank, in the case of any Bank that becomes a party hereto pursuant to
Section 9.2(b), in each case, as such amount may be modified from time to time as provided
herein, including, without limitation, pursuant to Section 2.10 hereof.



“Company” has the meaning set forth in the preamble hereto.



“Concentration Policy” has the meaning set forth in Annex I.



“Consolidated Tangible Net Worth” means at any date the consolidated shareholders’ equity of
the Company and its consolidated Subsidiaries determined in accordance with Agreement Accounting
Principles, less their consolidated Intangible Assets, all determined as of such date. For
purposes of this definition “Intangible Assets” means the amount (to the extent reflected in
determining such consolidated shareholders’ equity) of (i) all write-ups (other than write-ups
resulting from foreign currency translations and write-ups of assets of a going concern business
made within twelve months after the acquisition of such business) subsequent to December 31, 2000
in the book value of any asset owned by the Company or a consolidated Subsidiary, (ii) all
investments in unconsolidated Subsidiaries and all equity investments in Persons which are not
Subsidiaries and (iii) all unamortized debt discount and expense, unamortized deferred charges,
goodwill, patents, trademarks, service marks, trade names, copyrights, organization or
developmental expenses and other intangible items.



“Controlled Group” means all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control which, together with the Company, are
treated as a single employer under Section 414(b) or 414(c) of the Internal Revenue Code.



“Default” means an event described in Article VIII.



“Defaulted Clearing Member” means, as of any time of determination, a Clearing Member that is
then in default of its obligations to the Company under and pursuant to the CME Rules.



“Discounted Value” means, at any time with respect to any asset included in the Collateral,
the discounted market value of such asset determined by multiplying the market value of such asset
at the time by the percentage specified on Annex I hereto applicable to such asset based on its
asset type, and for some asset types, time to maturity. It is understood and agreed that the
market value of all Security Deposits and Performance Bonds as of any date shall be determined by
the Collateral Agent in accordance with its usual and customary practices.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time.



“Excess Availability” means, as of any date, the lesser of (a) the excess, if any, of the
Aggregate Commitment minus the aggregate principal of all Loans outstanding and (b) the excess, if
any, of the Borrowing Base minus the aggregate principal of all Loans outstanding.



“Excluded Taxes” means, with respect to any and all payments to the Collateral Agent, any Bank
or any recipient of any payment to be made by or on account of any obligation of the Company under
the Loan Documents, net income taxes, branch profits taxes, franchise and excise taxes (to the
extent imposed in lieu of net income taxes), and all interest, penalties and liabilities with
respect thereto, imposed on the Collateral Agent or any Bank.



“Fed Funds Effective Rate” means for any period, a fluctuating interest rate per annum for
each day during such period equal to (a) the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the preceding Business Day) at
8:30 a.m. Eastern time by the Federal Reserve Bank of New York in the Composite Closing Quotations
for U.S. Government Securities (such rate reflecting transactions from the prior Business Day); or
(b) if such rate is not so published for any day which is a Business Day, the average of the
quotations at approximately 10:30 a.m. (Chicago time) for such day on such transactions received by
the Collateral Agent from three federal funds brokers of recognized standing selected by it.



“Foreign Bank” has the meaning set forth in Section 11.4 (f).



“GFXTM” means that Wholly-Owned Subsidiary of the Company known as the GFXTM Corporation.



“GFXTM Guaranty” means certain Guaranties by the Company issued to counterparties of GFXTM
related to over-the-counter foreign exchange transactions entered into by GFXTM, or certain
Guaranties by the Company issued to a banking institution that has provided performance bond
collateral, or met performance bond or variation margin obligations on behalf of GFXTM, related to
transactions in futures.



“Guaranty” of a Person means any agreement by which such Person assumes, guarantees, endorses,
contingently agrees to purchase or provide funds for the payment of, or otherwise becomes liable
upon, the obligation of any other Person, or agrees to maintain the net worth or working capital or
other financial condition of any other Person or otherwise assures any creditor of such other
Person against loss, including, without limitation, any comfort letter, operating agreement or
take-or-pay contract and shall include, without limitation, the contingent liability of such Person
in connection with any application for a letter of credit.



“IEF® Guaranty” means the guaranty by the Company that a Clearing Member
participating in the IEF® Program shall receive, upon redemption, one ($1) U.S. dollar
for each IEF® unit invested in the IEF® Program. An IEF® unit (or
fraction thereof) represents an equity interest in the CME Interest Earning Facility for
Customer-Segregated Funds, L.L.C. or the CME Interest Earning Facility for Proprietary Funds,
L.L.C. credited to a Clearing Member for each $1.00 (or fraction thereof) invested by that Clearing
Member.



“IEF® Program” means a program in which performance bond cash deposited with the
CME’s Clearing House by Clearing Members participating in the IEF® Program is pooled and
invested in U.S. Government securities and under repurchase and reverse repurchase agreements. The
IEF® Program consists of two limited liability companies (CME Interest Earning Facility
for Customer-Segregated Funds, L.L.C. and CME Interest Earning Facility for Proprietary Funds,
L.L.C.) of which the CME is the manager.



“Increased Cost Notice” has the meaning set forth in Section 11.9(b).



“Indebtedness” of a Person means such Person’s (i) obligations for borrowed money (other than
a daylight overdraft incurred by the Company in the course of effecting daily settlements with
Clearing Members), (ii) obligations representing the deferred purchase price of property other than
accounts payable arising in the ordinary course of such Person’s business on terms customary in the
trade, (iii) obligations, whether or not assumed, secured by Liens or payable out of the proceeds
or production from property (other than futures and options contracts held in a cross-margin
account at the Company) now or hereafter owned or acquired by such Person, (iv) obligations which
are evidenced by notes, acceptances, or other instruments, (v) capitalized lease obligations, (vi)
obligations for which such Person is obligated pursuant to a Guaranty (other than the guarantee
provided by the Clearing House to Clearing Members in the ordinary course of business for their
obligations to one another, or the GFXTM and IEF® Guaranties) and (vii) reimbursement
obligations with respect to letters of credit; provided, however, that “Indebtedness” shall not
include (a) obligations of the Company to a Cross-Margining Clearing Organization (as such term is
defined in the CME Rules) arising out of the liquidation of one or more pairs of cross-margin
accounts held at the Clearing House and at such Cross-Margining Clearing Organization and (b)
obligations of the Company to a pledgee arising out of the liquidation of one or more pairs of
cross-margin pledge accounts held at the Clearing House and at a Cross-Margining Clearing
Organization.



“Indemnified Amounts” has the meaning set forth in Section 11.9(a).



“Indemnified Party” has the meaning set forth in Section 11.9(a).



“Indemnified Taxes” means Taxes other than Excluded Taxes.



“Lien” means, with respect to an asset, any security interest, mortgage, pledge, lien, claim,
charge, encumbrance, title retention agreement, lessor’s interest under a capitalized lease or
analogous instrument, in, of or on such asset.



“Loan” means, with respect to a Bank, such Bank’s portion of any Advance.



“Loan Documents” means this Agreement, the Notes and the Collateral Documents.



“Material Adverse Effect” means a material adverse effect on the Company’s financial position
or the Company’s ability to perform its obligations in the ordinary course of business as they
become due.



“Member Attorney-in-Fact” means CME in its capacity as attorney-in-fact for the Clearing
Members pursuant to the power of attorney authorized in CME Rules 816 and 821.



“Minimum Credit Rating” has the meaning set forth in Annex I.



“Money Fund Control Agreement” has the meaning set forth in the Security and Pledge Agreement.



“Money Fund Shares” has the meaning set forth in the Security and Pledge Agreement.



“Money Gridlock Situation” means (1) a disruption in the clearing and settlement operations of
the Clearing House due to temporary problems or delays in obtaining or making settlement payments
due to delays, overuse or other similar problems with the Fed Wire or similar money transfer
systems, (2) the failure of a Cross-Margining Clearing Organization to approve one or more
withdrawals by the Clearing House from a cross-margining bank account held either by the Company
and such Cross-Margining Clearing Organization jointly, or by a Clearing Member cross-margining its
positions at the Clearing House with its own or an affiliate’s positions at such Cross-Margining
Clearing Organization, or (3) the failure of a Common Banking and Settlement Clearing Organization
(as such term is defined in the CME Rules) to approve one or more withdrawals by the Clearing House
from a common banking and settlement bank account held either by the Company and such Common
Banking and Settlement Clearing Organization jointly or by a Clearing Member participating in
common banking and settlement with such Common Banking and Settlement Clearing Organization.



“Multiemployer Plan” means a Plan maintained pursuant to a collective bargaining agreement or
any other arrangement to which the Company or any member of the Controlled Group is a party to
which more than one employer is obligated to make contributions.



“Nationally Recognized Statistical Rating Organizations” or “NRSRO” means the Security and
Exchange Commission’s designation as a nationally recognized statistical rating organization. As
of October 1, 2005, there are four NRSRO’s: Dominion Bond Rating Service Ltd., Fitch, Inc., Moody’s
Investors Service, and Standard & Poor’s Division of the McGraw Hill Companies Inc.



“New Lending Office” has the meaning set forth in Section 11.4 (f).



“Non-Terminating Bank” has the meaning set forth in Section 2.7.2.



“Note” means a promissory note in substantially the form of Exhibit A hereto, duly executed
and delivered to each of the Banks by the Company and payable to the order of each Bank in the
amount of such Bank’s Commitment, including any amendment, modification, renewal or replacement of
such promissory note.



“Obligations” means all unpaid principal of, and accrued and unpaid interest on, the Notes
(including, without limitation, interest accruing after the filing of any petition in bankruptcy,
or the commencement of any insolvency, reorganization or like proceeding, relating to the Company,
whether or not a claim for such interest is allowed in such proceeding), all accrued and unpaid
commitment fees and all other obligations of the Company to the Collateral Agent or any Bank
arising under the Loan Documents whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred.



“Other Taxes” means any and all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made under any Loan
Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.



“Participants” has the meaning set forth in Section 11.1(b).



“PBGC” means the Pension Benefit Guaranty Corporation and its successors and assigns.



“Performance Bonds” means the assets deposited with the Clearing House by each Clearing Member
as security for its obligations to the Clearing House pursuant to CME Rule 821.



“Person” means any corporation, natural person, firm, joint venture, partnership, limited
liability company, trust, unincorporated organization, enterprise, government or any department or
agency of any government.



“Plan” means an employee pension benefit plan which is covered by Title IV of ERISA or subject
to the minimum funding standards under Section 412 of the Internal Revenue Code as to which the
Company or any Subsidiary may have any liability.



“Principal Bank” has the meaning set forth in Section 4.5.



“Purchasers” has the meaning set forth in Section 11.1(c).



“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System from
time to time in effect and shall include any successor or other regulation or official
interpretation of said Board of Governors relating to the extension of credit by banks for the
purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve
System.



“Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the
regulations issued under such Section, with respect to a Plan, excluding, however, such events as
to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA that it be
notified within 30 days of the occurrence of such event (provided that a failure to meet the
minimum funding standard of Section 412 of the Internal Revenue Code and of Section 302 of ERISA
shall be a reportable event regardless of the issuance of any such waivers in accordance with
Section 412(d) of the Internal Revenue Code).



“Required Banks” means the Banks holding at least 51% of the aggregate unpaid principal amount
of the outstanding Advance(s), or, if no Advance(s) are outstanding, Banks having at least 51% of
the Aggregate Commitment.



“Restructuring” has the meaning set forth in Section 11.9(c).




“Restructuring Notice” has the meaning set forth in Section 11.9(c).



“Revolving Credit Termination Date” means October 13, 2006 or any earlier date on which the
Aggregate Commitment is terminated pursuant to this Agreement.



“Section” means a numbered section of this Agreement, unless another document is specifically
referenced.



“Securities Account” has the meaning set forth in the Security and Pledge Agreement.



“Securities Account Control Agreement” means that certain Securities Account Control
Agreement, dated as of October 14, 2005, by and among the Clearing Members party thereto, the
Company, The Bank of New York, as Securities Intermediary (as defined therein) and the Collateral
Agent, substantially in the form of Exhibit H, as the same may be amended, restated, supplemented
or otherwise modified from time to time.



“Security and Pledge Agreement” means that certain Security and Pledge Agreement, dated as of
October 14, 2005, by and among the Clearing Members party thereto, the Company and the Collateral
Agent, substantially in the form of Exhibit I, as the same may be amended, restated, supplemented
or otherwise modified from time to time.



“Security Deposits” means the assets deposited with the Clearing House by each Clearing Member
as security for its obligations to the Clearing House pursuant to CME Rule 816.



“Servicing Bank” means each Bank designated as a Servicing Bank in accordance with Section
4.5.



“Single Employer Plan” means a Plan maintained by the Company or any member of the Controlled
Group for employees of the Company or any member of the Controlled Group.



“Subsidiary” means any corporation more than 50% of the outstanding voting securities of which
shall at the time be owned or controlled, directly or indirectly, by the Company or by one or more
Subsidiaries or by the Company and one or more Subsidiaries, or any similar business organization
which is so owned or controlled.



“Surplus Funds” means funds in excess of those needed for normal operations in the Clearing
House Accounts and the General Accounts as referenced in CME Rule 802.B.



“Survivor” has the meaning set forth in Section 11.9(c).



“Taxes” means any and all present or future taxes, levies, imposts, duties, fees, deductions,
charges or withholdings imposed by any governmental authority.



“Terminated Commitment” has the meaning set forth in Section 2.7.2.



“Termination Notice” has the meaning set forth in Section 11.9(c).



“Test Draw” means a nominal Advance made for the purpose of testing communication and draw
procedures with any Bank.



“2.7.2 Effective Date” has the meaning set forth in Section 2.7.2.



“2.7.2 Notice” has the meaning set forth in Section 2.7.2.



“Unfunded Liabilities” means, (i) in the case of Single Employer Plans, the amount (if any) by
which the present value of all vested nonforfeitable benefits under such Plan exceeds the fair
market value of all Plan assets allocable to such benefits, all determined as of the then most
recent valuation date for such Plan, and (ii) in the case of Multiemployer Plans, the withdrawal
liability of the Company and Subsidiaries.



“Unmatured Default” means an event which but for the lapse of time or the giving of notice, or
both, would constitute a Default.



“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56,115 Stat. 272 (2001),
as amended.



“Wholly-Owned Subsidiary” means any Subsidiary all of the outstanding voting securities of
which shall at the time be owned or controlled, directly or indirectly, by the Company or one or
more Wholly-Owned Subsidiaries, or by the Company and one or more Wholly-Owned Subsidiaries, or any
similar business organization which is so owned or controlled.



The foregoing definitions shall be equally applicable to both the singular and plural forms of
the defined terms.



ARTICLE II




THE CREDIT




Section 2.1 Revolving Credit Loans. Through and including the Revolving Credit
Termination Date, each Bank severally agrees, on the terms and conditions set forth in this
Agreement and in its Note, to make Loans to the Company from time to time in amounts not to exceed
in the aggregate at any one time outstanding the amount of its Commitment; provided, however, that
no Loan shall be made if, after giving effect thereto, the aggregate outstanding principal of all
Loans would exceed the lesser of (A) the Aggregate Commitment or (B) the Borrowing Base. Subject
to the terms of this Agreement, the Company may borrow, repay and reborrow at any time through the
Revolving Credit Termination Date. The obligations of any Bank to make Loans hereunder shall cease
at 4:01 p.m. (Chicago time) on the Revolving Credit Termination Date.



Section 2.2 Ratable Loans. Each Advance hereunder shall consist of Loans made from
the several Banks, ratably in proportion to the amounts of their respective Commitments on the date
of such Advance.



Section 2.3 Payment on Last Day of Interest Period. Each Advance and accrued and
unpaid interest thereon shall be due and payable 30 days after such Advance is made, except in the
case of a Test Draw which shall be repaid pursuant to the provisions of Section 7.2 hereof.



Section 2.4 Reborrowing of Advances. No Loans may be made hereunder to repay Advances
without the consent of all of the Banks.



Section 2.5 Optional Principal Payments. The Company may from time to time prepay,
without premium or penalty, all or a portion of any outstanding Advance, pro rata among the Banks,
in accordance with their respective shares of such Advance by giving notice of such prepayment by
10:00 a.m. (Chicago time) on the date of such payment to each Bank. Repayment of principal
pursuant to this Section 2.5 shall be applied to prepay the outstanding Loans, pro rata,
and shall be accompanied by accrued and unpaid interest thereon.



Section 2.6 Mandatory Principal Payments. On any day on which the aggregate
outstanding principal of the Loans exceeds the Borrowing Base or the Aggregate Commitment, such
excess shall be immediately due and payable without the necessity of any notice or demand.
Repayment of such excess amounts shall be applied to prepay the outstanding Loans, pro rata, and
shall be accompanied by accrued and unpaid interest thereon.



Section 2.7 Adjustments of Commitments.



Section 2.7.1 Adjustments by the Company. The Company may permanently reduce the
Aggregate Commitment, in whole or in part ratably among the Banks, in proportion to the amounts of
their respective Commitments in integral multiples of $1,000,000, upon at least ten Business Days’
written notice to the Banks, which shall specify the amount of any such reduction; provided,
however, that, subject to Sections 2.7.2, 11.9(b) and 11.9(c), the amount
of the Aggregate Commitment may not be reduced below the outstanding principal amount of the
Advance(s), and provided further that a reduction by the Company of the Aggregate Commitment to
zero shall terminate this Agreement as of the effective date of such reduction. All accrued and
unpaid commitment fees shall be payable on the effective date of such termination.



Section 2.7.2 Adjustments by Banks for Accelerated Termination. If the Commitment of
a Bank hereunder is terminated pursuant to Section 11.9(b) or 11.9(c), the Company
shall immediately notify each remaining Bank (“Non-Terminating Bank”), in writing of such
termination (“Accelerated Termination Notice”) and shall state the amount of such terminating
Bank’s Commitment (“Terminated Commitment”) in the Accelerated Termination Notice. Each
Non-Terminating Bank shall notify the Company, in writing, on or before the 5th Business Day after
the date of the Accelerated Termination Notice, if and by what amount such Bank is willing to
increase its Commitment, which amount shall be equal to all or some portion of the Terminated
Commitment (each, a “2.7.2 Notice”). Any Non-Terminating Bank that fails to so notify the Company
on or before such 5th Business Day, shall be deemed to have declined to increase its Commitment.
If offers to increase Commitments are made by two or more Non-Terminating Banks in an aggregate
amount greater than the aggregate amount of the Terminated Commitment, such Non-Terminating Banks
and the Company hereby agree that such offers shall be allocated as nearly as possible in
proportion to the aggregate amount of such offers, so that the aggregate amount thereof will not
exceed the amount of the Terminated Commitment. On or before the 6th Business Day after the date
of the Accelerated Termination Notice, the Company shall notify each Non-Terminating Bank of the
amount by which each such Non-Terminating Bank’s Commitment has been increased, which amount shall
not exceed the amount of such Non-Terminating Bank’s offer to increase its Commitment in such
Bank’s 2.7.2 Notice. All increases of Commitments by the Banks, under this Section 2.7.2
shall become effective on the terminating Bank’s Accelerated Termination Date (“2.7.2 Effective
Date”). The Company shall promptly, and in no event later than the 2.7.2 Effective Date, deliver
to each Bank whose Commitment has been increased pursuant to this Section 2.7.2 a new Note
reflecting such Bank’s new Commitment amount and each such Bank shall promptly, after repayment to
such Bank of such Bank’s ratable share of all Advances outstanding on the 2.7.2 Effective Date,
return to the Company such Bank’s superseded Note. On the 2.7.2 Effective Date, the Commitments
shall be adjusted to reflect any such increases.



Section 2.8 Commitment Fee. From the date hereof to and including the Revolving
Credit Termination Date, the Company agrees to pay to each Bank a commitment fee of 7/100 of 1% per
annum (on the basis of a year consisting of 360 days and for actual days elapsed) on the daily
amount of such Bank’s ratable share (determined in proportion to its respective Commitment) of the
excess of (i) the amount of the Aggregate Commitment over (ii) the aggregate principal amount of
all outstanding Advances of the Banks, payable in arrears on the last day of each November,
February, May and August hereafter and on the Revolving Credit Termination Date, commencing on the
first of such dates to occur after the date hereof.



Section 2.9 Collateral. 



(a) All Obligations of the Company under this Agreement, the Notes and all other Loan
Documents shall be secured by the Collateral in accordance with the Collateral Documents.



(b) So long as no Default shall have occurred and be continuing, the Company may from time to
time replace any security credited to any Securities Account or any Money Fund Shares subject to
the Lien of the Security and Pledge Agreement with another security of a type described in CME Rule
816 or CME Rule 821 that has a market value equal to or greater than the market value of the
replaced security, determined as of the date of replacement by the Collateral Agent in accordance
with its usual and customary practices.



(c) So long as no Default shall have occurred and be continuing, the Company may from time to
time direct the Collateral Agent to (and the Collateral Agent shall upon the request of the
Company) liquidate any securities credited to any Securities Account and any Money Fund Shares and
apply the proceeds thereof and any other amounts credited to any Securities Account to repay any
outstanding Loans, provided that after giving effect to such liquidation and the repayment of such
Loans, the aggregate principal amount of all remaining Loans outstanding as of the date of such
removal shall not exceed the Borrowing Base as of the date of such removal.



(d) Upon any replacement or liquidation of Collateral pursuant to subsection (b) or (c) above,
the Lien of the Collateral Agent on the replaced or liquidated Collateral, as applicable, shall be
deemed released without further consent of the Collateral Agent or any Bank.



Section 2.10 Additional Credit Facility. 



(a) The Company may, at its option and without the consent of the Banks, in a minimum amount
of $10,000,000 on each occasion, seek to increase the Aggregate Commitment by up to an aggregate
amount of $250,000,000 (resulting in a maximum Aggregate Commitment of $1,000,000,000) upon at
least three (3) Business Days’ prior written notice to the Collateral Agent, which notice shall
specify the amount of any such increase and shall be delivered at a time when no Default or
Unmatured Default has occurred and is continuing. The Company may, after giving such notice and in
its sole discretion, offer the increase in the Aggregate Commitment to other lenders or entities
reasonably acceptable to the Collateral Agent and the Company. No increase in the Aggregate
Commitment shall become effective until the existing or new Banks extending such new or increased
Commitment amount and the Company shall have delivered to the Collateral Agent a document
reasonably satisfactory to the Collateral Agent and the Company pursuant to which any such existing
Bank states the amount of its Commitment increase, any such new Bank states its Commitment amount
and agrees to assume and accept the obligations and rights of a Bank hereunder and the Company
accepts such new or increased Commitments. The Banks (new or existing) shall accept an assignment
from the existing Banks, and the existing Banks shall make an assignment to the new or existing
Banks accepting a new or increased Commitment, of a direct interest in each then outstanding
Advance such that, after giving effect thereto, all credit exposure hereunder is held ratably by
the Banks in proportion to their respective Commitments. Assignments pursuant to the preceding
sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid
interest and accrued and unpaid facility fees. Any such increase of the Aggregate Commitment
shall be subject to receipt by the Collateral Agent from the Company of such supplemental opinions,
resolutions, certificates and other documents as the Collateral Agent may reasonably request.



(b) In addition to the foregoing, to the extent that the Company has reduced the Aggregate
Commitment with respect to any or all of the Banks, the Company may, from time to time, increase
any portion of any such Bank’s respective Commitment, with such Bank’s consent, in an amount up to
the amount so reduced, provided that each such Bank shall accept an assignment from the existing
Banks, and the existing Banks shall make an assignment to each such Bank of a direct interest in
each then outstanding Advance such that, after giving effect thereto, all credit exposure hereunder
is held ratably by the Banks in proportion to their respective Commitments. The documents
evidencing any such increase in the Commitment shall be in a form reasonably acceptable to the
Company and the Collateral Agent.



(c) This Section 2.10 shall supercede any provisions contained in this Agreement to
the contrary.



ARTICLE III




FUNDING THE CREDITS




Section 3.1 Method of Borrowing. The Company shall give the Collateral Agent, each
Bank and each Servicing Bank notice not later than 3:45 p.m. (Chicago time) on the Borrowing Date
of each Advance, specifying the amount of such Advance, each Bank’s pro rata share thereof and the
account located at the Collateral Agent to which the proceeds of such Advance are to be disbursed.
Subject to satisfaction of the applicable conditions precedent set forth in Article V, not later
than 4:45 p.m. (Chicago time) on each Borrowing Date, each Bank severally shall make available to
the Company in the specified account located at the Collateral Agent, its pro rata share of the
full amount of each Advance in immediately available funds. Further, if applicable, not later than
4:45 p.m. (Chicago time) on each Borrowing Date, each Servicing Bank shall make available to the
Company in the specified account located at the Collateral Agent, on behalf of the Bank or Banks
that it services, such serviced Bank’s or Banks’ pro rata share of the full amount of each Advance
in immediately available funds. Following such notice of Advance from the Company, the Collateral
Agent shall determine the aggregate market value of the Collateral and the Borrowing Base in
accordance with the terms hereof and promptly, but in any event, not later than 4:15 p.m. (Chicago
time), provide the Company and each Bank with a Collateral Notice. Upon determination of the
Borrowing Base, the Collateral Agent shall make available to the Company in immediately available
funds the lesser of (a) the aggregate amount of each Bank’s pro rata share of the Advance to the
extent such amount has been funded by such Bank at such time or (b) the Excess Availability.



Section 3.2 Minimum Amount of Each Advance. Except in the case of a Test Draw, each
Advance shall be in the minimum amount of $10,000,000 (and in integral multiples of $250,000 if in
excess thereof), provided, however, that any Advance may be in the aggregate amount of the Excess
Availability.



Section 3.3 Rate Before and After Maturity. Prior to maturity, Advances shall bear
interest at the Fed Funds Effective Rate plus 45/100 of 1% per annum. Any Advance not paid at
maturity, whether by acceleration or otherwise, shall bear interest until paid in full at a rate
per annum equal to the Fed Funds Effective Rate plus 2.4% per annum. In the event that a change in
the Fed Funds Effective Rate is announced or published at the time a Loan is outstanding, such
change shall become effective at the time it is announced or published.



Section 3.4 Method of Payment. All payments (including prepayments) of principal,
interest, commitment fees and other amounts payable hereunder by the Company shall be made without
setoff or counterclaim in immediately available funds to the Banks (or, if applicable, the related
Servicing Banks) at the addresses specified pursuant to Article XIII. All such payments shall be
applied to principal, interest, fees, expenses and other amounts due and payable hereunder in the
following order: first, to amounts payable hereunder other than principal, interest and commitment
fees; second, to commitment fees (in chronological order in accordance with the dates such fees
became due and payable); and third, to principal of, and interest on, the Advances (in
chronological order in accordance with the dates such Advances were made; and as to any single
Advance, first to interest thereon and second to principal thereof). Subject to the provisions of
Section 4.4 and, except with respect to payments made to a Bank whose Commitment is
terminated (or whose commitment fee is revised) pursuant to Section 11.9(b) or (c),
(a) all payments of principal of, and interest on, the Advances shall be made to the Banks (or, if
applicable, the related Servicing Banks) ratably among the Banks, in proportion to the outstanding
principal amount of their respective Loans constituting part of such Advance and (b) all payments
of commitment fees and other amounts payable hereunder to the Banks shall be made to the Banks (or,
if applicable, the related Servicing Banks on behalf of the applicable Banks, if applicable)
ratably among the Banks, in proportion to the amounts of their respective Commitments on the date
such payment is made.



Section 3.5 Notes; Telephonic Notices. Each Bank shall maintain in accordance with
its usual and customary practices an account or accounts evidencing the Loans made by such Bank
from time to time, including the amounts of principal and interest payable and paid to such Bank
from time to time under this Agreement and the Notes; and each Bank is hereby authorized to record
the principal amount of each of its Loans and each repayment on the schedule attached to its Note
or in its books and records; provided, however, that the failure to so record shall not affect the
Company’s obligations under such Note. The records kept by each Bank shall be presumed to be
accurate and shall be binding upon the Company absent manifest error. The Company hereby authorizes
the Banks and the Servicing Banks to extend Advances based on telephonic notices made by any
Persons any such Bank or Servicing Bank in good faith believes to be acting on behalf of the
Company. The Company agrees to deliver promptly to each Bank and Servicing Bank a written
confirmation of each telephonic notice signed by an authorized signatory. If the written
confirmation differs in any material respect from the action taken by a Bank or Servicing Bank, as
applicable, the records of such Bank or Servicing Bank, as applicable, shall govern absent manifest
error.



Section 3.6 Interest Payment Dates; Interest Basis. Interest accrued on each Advance
prior to maturity shall be payable to the Banks (or, if applicable, the related Servicing Banks) on
the date on which the Advance is paid or prepaid, whether due to acceleration or otherwise.
Interest accrued on each Advance after maturity shall be payable on demand. Interest and
commitment fees shall be calculated for actual days elapsed on the basis of a 360-day year.
Interest shall be payable for the day an Advance is made but not for the day of any payment on the
amount paid if payment is received prior to noon (local time at the place of payment). If any
payment of principal of, or interest on, an Advance shall become due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a
principal payment, such extension of time shall be included in computing interest in connection
with such payment.



ARTICLE IV




BANKS’ SERVICING ARRANGEMENT




Section 4.1 Notice to and Payment by the Banks. Promptly after receiving notice from
the Company of each Advance requested pursuant to Section 3.1, the Servicing Banks shall
notify each of the applicable Banks by telephone (which may, at the option of the Servicing Banks,
be accompanied by facsimile transmission), of each Advance, which notice shall state: (a) the
dollar amount of such Advance; (b) each Bank’s ratable share of such Advance; (c) the date and time
when such Advance is to be made; and (d) the Servicing Bank to which the applicable Bank’s ratable
share of such Advance shall be sent. Except as hereinafter provided, promptly after receipt of
such notice from the applicable Servicing Bank and, in any event, before the time specified in such
notice as the time when such Advance is to be made to the Company, each applicable Bank shall
transfer its ratable share of such Advance to the appropriate Servicing Bank by Federal Reserve
wire transfer or, in the event of a failure of the Federal Reserve wire transfer system, in other
immediately available funds via the SWIFT system or otherwise.



Section 4.2 Payment by Banks to Servicing Banks. If a Servicing Bank fails to receive
a transfer from any of the applicable Banks by the time required pursuant to Section 4.1,
such Servicing Bank shall advance such amount for and on behalf of such Bank, provided that,
notwithstanding the foregoing, such Bank shall, in any event, transfer to the Servicing Bank, by
the means set forth in Section 4.1, its ratable share of the relevant Advance not later
than 10:00 a.m. (Chicago time) the next Business Day after the Servicing Bank provides such Bank
with the notice specified in Section 4.1. In the event a Servicing Bank advances funds
overnight to the Company pursuant to the immediately preceding sentence, the Bank on whose behalf
such funds are advanced shall reimburse the Servicing Bank for the Servicing Bank’s cost of
overnight funds, for the period from the time the Servicing Bank advances such funds to the Company
for and on behalf of such Bank to the time of the Servicing Bank’s receipt of such Bank’s transfer
of its ratable share of the relevant Advance. Such Servicing Bank shall promptly provide such Bank
with notice of the amount of its cost of overnight funds for such period and such amount shall
thereupon become immediately due and payable from such Bank to such Servicing Bank, and shall be
paid by such Bank to such Servicing Bank upon receipt of such notice without further notice from or
demand by such Servicing Bank.



Section 4.3 Distribution of Payments. Whenever a Servicing Bank receives from, or on
behalf of the Company, or any other person or party, a payment of principal, interest or commitment
fees or other amount payable in connection with the Loans with respect to any of which the
applicable Banks are entitled to receive a share, such Servicing Bank shall promptly pay to such
Banks, in lawful money of the United States of America and in the kind of funds so received by such
Servicing Bank, the amount due each of such Banks as determined pursuant to this Agreement;
provided, however, that the amount of such distribution shall be adjusted to the extent that
amounts are owed by any Bank to such Servicing Bank pursuant to Section 4.2 or are required
to be returned to such Servicing Bank pursuant to Section 4.4. If any payment of
principal, interest or commitment fees or other amount payable in connection with the Loans is
received from or on behalf of the Company by a Servicing Bank before 10:00 a.m. (Chicago time) on
any Business Day, that Servicing Bank shall use reasonable efforts to wire transfer the appropriate
portion of the same to the applicable Banks that same Business Day, but in any event shall wire the
same to each of such Banks before the end of the next Business Day. In the event that a Servicing
Bank receives any such payment from or on behalf of the Company before 10:00 a.m. (Chicago time) on
any Business Day and does not transfer to the applicable Banks the appropriate portion of such
payment on that day, the Company shall, promptly upon receipt of notice from any such Bank, pay
directly to such Bank an amount equal to the interest on such portion, at the Fed Funds Effective
Rate or, with respect to any payment of principal on a Loan, at the rate set forth in Section
3.3, for the period commencing on the day such Servicing Bank receives such payment up to but
not including the following Business Day.



Section 4.4 Rescission of Payments by the Company. If all or part of any payment made
by the Company to a Servicing Bank of principal, interest or commitment fees or other amount
payable in connection with the Loans is rescinded or must otherwise be returned for any reason and
if a Servicing Bank has paid to any of the Banks such Bank’s ratable share therein, such Bank
shall, upon telephone notice from such Servicing Bank, forthwith pay to such Servicing Bank, on the
date of such telephone notice (if notice is received by such Servicing Bank at or prior to 10:00
a.m. Chicago time) or on the next Business Day (if notice is received by such Servicing Bank after
10:00 a.m. Chicago time), an amount equal to such Bank’s ratable interest in the amount that was
rescinded or that must be so returned by the Servicing Bank. A Servicing Bank shall promptly
return to the Company each such amount (or any lesser amount) that is received from each Bank. A
Servicing Bank shall have no obligation to the Company for any amount that the Servicing Bank paid
to any Bank and that is not repaid by such Bank, provided that the Servicing Bank did in fact
provide such Bank with the notice described above to the effect that such payment was rescinded or
must be returned.



Section 4.5 Powers Granted to the Servicing Banks. The Company and one or more Banks
(each a “Principal Bank”) may, upon mutual agreement, from time to time request another Bank to act
as a Servicing Bank for the purpose of administering and servicing the Loans of the Principal
Banks. Upon the acceptance of the offer to service by the proposed Servicing Bank (which shall be
in the sole discretion of such proposed Servicing Bank), such Bank shall be a Servicing Bank
hereunder and as administrator of the Loans of the Principal Banks for which it acts (and not as an
agent, employee or fiduciary), shall be entitled to exercise all such powers as are incidental to
the powers to receive and collect funds from the Principal Banks and the Company as provided for in
this Agreement, and to take such other actions with respect to such Loans as are provided hereby or
as may be from time to time agreed by such Servicing Bank and the Principal Banks. In acting under
this Agreement, each Servicing Bank agrees to exercise the same degree of care in administering
such Loans as it would use in managing its own loans; provided, however, that this sentence shall
not make any Servicing Bank a fiduciary to any Principal Bank. The Principal Banks and the Company
hereby agree and acknowledge that (i) in performing the duties provided for in this Agreement, the
Servicing Banks are acting solely for the benefit of the Principal Banks and are in no way to be
construed to be acting as agent for the Company; and (ii) the servicing arrangement provided for
herein is not intended to constitute, and shall not be construed to establish, a partnership or
joint venture between the Servicing Banks and the Principal Banks, or between the Servicing Banks
and the Company.



Section 4.6 Resignation or Termination of Servicing Bank. A Servicing Bank may resign
its position as such at any time upon thirty (30) day’s prior written notice to the Company and the
Principal Banks for which it acts, and the Company and the applicable Principal Banks acting
together may terminate a Servicing Bank’s role as such at any time upon thirty (30) day’s prior
written notice to such Servicing Bank. Subsequent to the effective date of such resignation or
termination, the resigned or terminated (as applicable) Servicing Bank shall have no further
obligations in that capacity under this Agreement, and unless and until a successor servicing bank
is appointed by the Company and the applicable Principal Banks acting together, (i) the services
performed by such Servicing Bank hereunder shall be performed by the individual Principal Banks and
the Company, each on its own behalf, and (ii) any payments or communications made by the Company to
such Servicing Bank hereunder shall be made directly to the applicable individual Principal Banks.



Section 4.7 Non-Reliance Representation. Each of the Banks acknowledges and
represents that it has, independently of and without reliance upon the Servicing Banks, and based
solely upon its own expertise (and the expertise of its agents and independent advisors, if any)
and upon financial statements and other information deemed appropriate by it, made its own credit
analysis of the Company and made its own decision to enter into this Agreement. Each of the Banks
further acknowledges and represents that it will, independently of and without reliance upon the
Servicing Banks, and based solely upon its own expertise (and the expertise of its agents and
independent advisors, if any) and upon such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis of the Company and its own decisions with
respect to this Agreement.



Section 4.8 Exculpation. No Servicing Bank nor any of its shareholders, directors,
officers, employees or agents shall be liable to the Banks, or any of them individually, for any
obligation, undertaking, act or judgment of the Company or any other Person, or for any error of
judgment or any action taken or omitted to be taken by such Servicing Banks or any other Servicing
Bank (except and to the extent that the same arises from gross negligence or willful misconduct on
the part of such Servicing Bank), or be bound to ascertain or inquire as to the performance or
observance of any term of any of the Loan Documents. Without limiting the generality of the
foregoing, the Servicing Banks: (a) may consult with legal counsel selected by the Servicing Banks
and shall not be liable for any action taken or omitted to be taken in good faith by the Servicing
Banks in accordance with the advice of such counsel; (b) makes no warranty or representation and
shall not be responsible for any warranty or representation made in or in connection with any of
the Loan Documents, or for the financial condition of the Company or any other Person, or for the
observance or performance of any obligations of the Company or any other Person, or for the truth
or accuracy of any document provided to the Banks that the Servicing Banks have initially received
from, or that the Servicing Banks have prepared based upon information received from, the Company
or any other Person; (c) make no warranty or representation and shall not be responsible for the
due execution, validity, enforceability, sufficiency or collectibility of any of the Loan
Documents; (d) shall incur no liability under or in respect of any such agreement or document by
acting upon any notice (by telephone or otherwise), or writing (including telex and telegraphic
communication) believed by the Servicing Banks in good faith to be genuine and to be signed or sent
by the proper party or Person; and (e) make no warranty or guarantee as to: (i) future payments by
the Company or any other obligor or guarantor of the Loans, (ii) the Company’s future compliance
with or performance of any of the terms and conditions contained in the Loan Documents, or (iii)
the collectibility of the Loans.



Section 4.9 Acknowledgment. The parties to this Agreement acknowledge that as of the
date hereof there are no Servicing Banks. The provisions of the foregoing section apply if and to
the extent any Servicing Bank is appointed at a later date.



ARTICLE V




CONDITIONS PRECEDENT




Section 5.1 Conditions Precedent.



(a) Conditions to Closing. This Agreement shall become effective as of the date
hereof upon the execution and delivery of a counterpart hereto by each party hereto.



(b) Conditions to Initial Advance. No Bank shall be required to make the initial
Advance hereunder unless the Company has furnished to such Bank:



(i) A copy of the certificate of incorporation of the Company certified
by the Delaware Secretary of State and certified by a secretary or assistant
secretary of the Company to be true and correct as of the date hereof.



(ii) A copy of the bylaws of the Company certified by a secretary or
assistant secretary of the Company to be true and correct as of the date
hereof.



(iii) A certificate of good standing with respect to the Company,
certified by the Secretary of State of Delaware.



(iv) A copy, certified by the Secretary or Assistant Secretary of the
Company, of CME’s Board of Directors’ resolutions authorizing the execution
of the Loan Documents.



(v) An incumbency certificate, in substantially the form of Exhibit G
hereto, executed by the Secretary or Assistant Secretary of the Company,
which shall identify by name and title and bear the signature of the
officers of the Company authorized to sign the Loan Documents and to make
borrowings hereunder, including telephonic borrowings, upon which
certificate the Banks shall be entitled to rely until informed of any change
in writing by the Company.



(vi) A certificate, signed by the CEO, president and COO, managing
director & president of the Clearing House division, or managing director &
chief financial officer of the Company or his delegate, in substantially the
form of Exhibit B hereto. Such certificate may be furnished by the Company
by any means set forth in Section 13.1 hereof, and shall be deemed
given to such Bank as provided therein.



(vii) A written opinion of the Company’s counsel, addressed to the
Banks (or upon which the Banks may rely), covering the matters set forth in
Exhibit C hereto.



(viii) A Note, duly executed and delivered by the Company and payable
to the order of such Bank.



(ix) A copy of the Security and Pledge Agreement, duly executed and
delivered by the Company, for itself and as Member Attorney-in-Fact on
behalf of each grantor named therein and the Collateral Agent.



(x) A copy of the Securities Account Control Agreement, duly executed
and delivered by the Company, for itself and as Member Attorney-in-Fact on
behalf of each grantor named therein, The Bank of New York, as Securities
Intermediary (as defined therein) and the Collateral Agent.



Section 5.2 Each Advance. No Bank shall be required to make any Advance (including
the initial Advance), unless on the applicable Borrowing Date both before and immediately after
giving effect to the Advance:



(a) There exists no Default or Unmatured Default.



(b) The representations and warranties contained in Article VI are true and correct in all
material respects as of such Borrowing Date except for deemed changes in the Schedules hereto
reflecting transactions permitted by this Agreement.



(c) The Company has furnished to such Bank a certificate, substantially in the form of
Exhibit D, which sets forth in reasonable detail the intended use of the proceeds of such
Advance (which shall comply with Section 7.2 hereof) and confirms that such proceeds will
not be used to repay maturing Advances except as permitted pursuant to Section 2.4 hereof.
Such certificate may be furnished by Company by any means set forth in Section 13.1 hereof,
and shall be deemed delivered to such Bank as provided therein.



(d) The aggregate outstanding principal of all Loans, after giving effect to the Loans to be
made on such Borrowing Date, does not exceed the lesser of (i) the Aggregate Commitment and (ii)
the Borrowing Base as of such date.



The Company’s receipt of the proceeds of any Loan hereunder shall constitute a representation and
warranty by the Company that the conditions contained in Sections 5.2(a) and (b)
have been satisfied.



ARTICLE VI




REPRESENTATIONS AND WARRANTIES




The Company represents and warrants to the Banks, as of the date hereof and the date of each
Advance, that:



Section 6.1 Corporate Existence and Standing. Each of the Company and the
Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation and has all requisite authority to conduct its business
in each jurisdiction in which its business is conducted and where the failure to have such
authority would reasonably be expected to have a Material Adverse Effect.



Section 6.2 Authorization and Validity.



(a) The Company has the corporate power and authority and legal right to execute and deliver
the Loan Documents and to perform its obligations thereunder. The execution and delivery by the
Company of the Loan Documents and the performance of its obligations thereunder have been duly
authorized by proper corporate proceedings. The Company has duly executed and delivered the Loan
Documents, and the Loan Documents constitute legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as enforceability may be
limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights
generally and by general principles of equity (whether enforcement is considered in a proceeding at
law or in equity).



(b) The Company has the authority pursuant to CME Rules 816 and 821 to execute and deliver, as
Member Attorney-in-Fact on behalf of the applicable Clearing Members, the Collateral Documents.
Pursuant to CME Rule 816, the Company has the authority, as Member Attorney-in-Fact on behalf of
the applicable Clearing Members, to cause the Security Deposits to be subject to the Lien of the
Collateral Documents to secure the Obligations. Pursuant to CME Rule 821, the Company has the
authority, as Member Attorney-in-Fact on behalf of the applicable Clearing Members, to cause the
Performance Bonds of Defaulted Clearing Members to be subject to the Lien of the Collateral
Documents to secure the Obligations. CME Rules 816, 821 and 913.B, as set forth in Exhibit J, have
been duly adopted and are in full force and effect.



Section 6.3 Compliance with Laws and Contracts. Neither the execution and delivery by
the Company of the Loan Documents, nor the consummation of the transactions therein contemplated,
nor compliance with the provisions thereof will violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on the Company or any Subsidiary or the Company’s or
any Subsidiary’s articles of incorporation or by-laws or the provisions of any material indenture,
instrument or agreement to which the Company or any Subsidiary is a party or is subject, or by
which it, or its property, is bound, or conflict with or constitute a default thereunder. No
order, consent, approval, license, authorization, or validation of, or filing, recording or
registration with, or exemption by, any governmental or public body or authority, or any
subdivision thereof, that has not been obtained is required to authorize, or is required in
connection with the execution, delivery and performance of, or the legality, validity, binding
effect or enforceability of, any of the Loan Documents as against the Company.



Section 6.4 Financial Statements. The most recent annual, audited consolidated
financial statements of Holdings and its subsidiaries (which include the Company and the
Subsidiaries) heretofore delivered to the Banks were prepared in accordance with generally accepted
accounting principles in effect on the date such statements were prepared and fairly present in all
material respects the consolidated financial condition and operations of Holdings and its
subsidiaries at such date and the consolidated results of their operations for the period covered
thereby.



Section 6.5 Material Adverse Change. No material adverse change in the business,
financial condition, or results of operations of the Company and the Subsidiaries has occurred
since the date of the financial statements referred to in Section 6.4; provided, however,
that in the event the Company utilizes its own funds to repay all or any portion of an Advance, and
such repayment results in such a material adverse change, then such material adverse change shall
not be deemed to have occurred until the thirty-first consecutive day that such material adverse
change continues.



Section 6.6 Subsidiaries. Schedule I contains an accurate list of all of the
presently existing Subsidiaries of the Company, setting forth their respective jurisdictions of
incorporation and the percentage of their respective capital stock owned by the Company or other
Subsidiaries. All of the issued and outstanding shares of capital stock of such Subsidiaries have
been duly authorized and issued and are fully paid and non-assessable.



Section 6.7 Accuracy of Information. No written information, exhibit or report
furnished by the Company or any Subsidiary to any Bank in connection with the negotiation of the
Loan Documents contained any material misstatement of fact or omitted to state a material fact or
any fact necessary to make the statements contained therein not materially misleading in light of
the circumstances existing at the time furnished.



Section 6.8 Margin Regulations. Margin Stock (as defined in Regulation U) constitutes
less than 25% of those assets of the Company and its Subsidiaries which are subject to any
limitation on sale, pledge, or other restriction hereunder. No proceeds of any Loans will be used
to “purchase” or “carry” any “margin stock” (each as defined in Regulation U), or for any purpose
that violates the provisions of Regulation T, U or X of the Board of Governors of the Federal
Reserve System as now and from time to time hereafter in effect.



Section 6.9 Taxes. The Company and its Subsidiaries have filed all United States
federal tax returns and all other material tax returns which are required to be filed by any of
them and have paid all taxes due pursuant to said returns or pursuant to any assessment received by
the Company or any such Subsidiary, except such taxes, if any, as are being contested in good
faith. To the best of the Company’s knowledge, no tax liens have been filed and no claims are
being asserted with respect to any such taxes other than those taxes that are being contested in
good faith. The charges, accruals and reserves on the books of the Company and its Subsidiaries in
respect of any taxes or other governmental charges are adequate.



Section 6.10 Litigation. Except as set forth in Schedule II attached hereto, there is
no litigation or proceeding before any governmental authority pending or, to the knowledge of any
of their officers, threatened, against or affecting the Company or any Subsidiary of the Company
which might reasonably be expected to materially adversely affect the business, financial condition
or results of operations of the Company or the ability of the Company to perform its obligations
under the Loan Documents.



Section 6.11 ERISA. Each Plan complies in all material respects with all applicable
requirements of law and regulations, no Reportable Event has occurred with respect to any Plan,
neither the Company nor any of its Subsidiaries has withdrawn from any Plan or initiated steps to
do so, and no steps have been taken to terminate any Plan.



ARTICLE VII




COVENANTS




During the term of this Agreement and thereafter as long as any Advances remain outstanding
hereunder, unless the Required Banks shall otherwise consent in writing:



Section 7.1 Financial Reporting. The Company will maintain, for itself and each
Subsidiary, a system of accounting established and administered in accordance with generally
accepted accounting principles, and furnish to the Banks:



(a) Within 120 days after the close of each of its fiscal years, an unqualified audit report
certified by independent certified public accountants, acceptable to the Required Banks, prepared
in accordance with Agreement Accounting Principles on a consolidated basis for Holdings and its
subsidiaries (including the Company), including balance sheets as of the end of such period, and
statements of income, changes in shareholders’ equity and a statement of cash flows for the year
then ended, accompanied by any management letter prepared by said accountants and by a certificate
of said accountants in substantially the form of Exhibit E hereto, or if, in the opinion of such
accountants, such certificate is not applicable, a description of any Default or Unmatured Default
relating to accounting matters that in their opinion exists, stating the nature and status thereof.



(b) Within 120 days after the close of each of its fiscal years, for the Company and its
Subsidiaries, an unaudited consolidated balance sheet as at the end of such period and unaudited
consolidated statements of income, changes in shareholders’ equity and a statement of cash flow for
the year then ended, each prepared in a manner consistent with the preparation of Holdings’
year-end statements and in accordance with Agreement Accounting Principles (other than the absence
of footnotes).



(c) Within 45 days after the close of the first three quarterly periods of each of its fiscal
years, for the Company and its Subsidiaries, an unaudited consolidated balance sheet as at the
close of each such period and unaudited consolidated statements of income, changes in shareholders’
equity and cash flows from the beginning of such fiscal year to the end of such quarter, each
prepared in a manner consistent with the preparation of the Company’s year-end statements and in
accordance with Agreement Accounting Principles (other than the absence of footnotes and subject to
normal year-end adjustments).



(d) Within 45 days after the close of the first three quarterly periods of each of the
Company’s fiscal years and within 120 days after the close of each of the Company’s fiscal years, a
report of (i) current Surplus Funds, (ii) the aggregate amount of Security Deposits being held by
the Company including a breakdown of the asset types making up such Security Deposits and the
location thereof and (iii) the aggregate amount of Performance Bonds of Defaulted Clearing Members
being held by the Company including a breakdown of the asset types making up such Performance Bonds
and the location thereof.



(e) Within the time periods set forth herein for the furnishing of the financial statements
required hereunder, a certificate signed by its managing director & chief financial officer or
another managing director, in substantially the form of Exhibit F hereto, (i) certifying that, to
the knowledge of such officer or director, no Default or Unmatured Default has occurred during the
period covered by such financial statements or (ii) if any Default or Unmatured Default exists,
showing the calculations set forth in Exhibit F as well as setting forth a description of the
nature and status of such Default or Unmatured Default.



(f) Within 120 days after the close of each fiscal year, a statement of the Unfunded
Liabilities of each Plan, signed by the managing director & chief financial officer of the Company
or another managing director, or, in the event there are no Unfunded Liabilities, a certificate
signed by its managing director & chief financial officer or another managing director to that
effect.



(g) As soon as possible and in any event within 10 days after the Company knows that any
Reportable Event has occurred with respect to any Plan, a statement, signed by the managing
director & chief financial officer of the Company or another managing director, describing said
Reportable Event and the action which the Company proposes to take with respect thereto.



(h) Such other information (including non-financial information) as any Bank may from time to
time reasonably request.



Section 7.2 Use of Proceeds. Except in the case of a Test Draw, the Company will only
use the proceeds of the Advances to provide temporary liquidity in circumstances where CME is
entitled to use the Security Deposits and Performance Bonds of its Clearing Members to satisfy any
outstanding obligations of any defaulting Clearing Members to CME as provided in the CME Rules and
in circumstances where a Money Gridlock Situation that affects the Company’s operations exists.
Additionally, the Company may use the proceeds of the Advances to fulfill its obligations under the
GFXTM Guaranty, provided, however, that the Company may use the proceeds for such purposes only up
to the amount of Surplus Funds on any given day. Additionally, the Company from time to time may
conduct Test Draws which may be repaid on the Borrowing Date or on the Business Day immediately
following such Borrowing Date. The Company will not, nor will it permit any Subsidiary to, use any
of the proceeds of the Loans to “purchase” or “carry” any “margin stock” (each as defined in
Regulation U) or for any purpose that violates the provisions of Regulation T, U or X of the Board
of the Federal Reserve System as now and from time to time hereafter in effect.



Section 7.3 Notice of Default. The Company will, and will cause each Subsidiary to,
give prompt notice in writing to the Banks of the occurrence of any Default or Unmatured Default
and of any other development, financial or otherwise, which would reasonably be expected to
materially adversely affect its business, properties or affairs or the ability of the Company to
repay the Obligations.



Section 7.4 Conduct of Business. The Company will, and will cause each Subsidiary to,
carry on and conduct its business in substantially the same manner and in substantially the same
fields of enterprise as it is presently conducted and to do all things necessary to remain duly
incorporated, validly existing and in good standing as a domestic corporation in its jurisdiction
of incorporation and maintain all requisite authority to conduct its business in each jurisdiction
in which its business is conducted and where the failure to have such authority would reasonably be
expected to have a Material Adverse Effect.



Section 7.5 Compliance with Laws. The Company will, and will cause each Subsidiary
to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or
awards to which it may be subject, except where the failure to so comply would not reasonably be
expected to have a Material Adverse Effect.



Section 7.6 Inspection. The Company will, and will cause each Subsidiary to, permit
the Collateral Agent or its representatives and agents, to inspect any of the properties, corporate
books and financial records of the Company and each Subsidiary, to examine and make copies of the
books of accounts and other financial records of the Company and each Subsidiary, and to discuss
the affairs, finances and accounts of the Company and each Subsidiary (the foregoing activities, an
“Audit”) with, and to be advised as to the same by, their respective officers at such reasonable
times and intervals as the Collateral Agent may designate; provided that so long as no Default has
occurred and is continuing the Company shall only be responsible for the costs and expenses of one
Audit per 12-month period.



Section 7.7 Tangible Net Worth. The Company will maintain at all times a Consolidated
Tangible Net Worth of not less than $90,000,000. In the event that the Company exercises its right
to increase the Aggregate Commitment under Section 2.10(a), the minimum Consolidated Tangible Net
Worth that the Company will maintain will increase on a ratable basis to the increase in the
Aggregate Commitment such that if the Company increases the Aggregate Commitment by $250,000,000
(resulting in a maximum Aggregate Commitment of $1,000,000,000), the minimum Consolidated Tangible
Net Worth to be maintained by the Company would increase by $30,000,000 to $120,000,000. If the
Company exercises its rights to decrease the Aggregate Commitment under this Agreement, the minimum
Consolidated Tangible Net Worth to be maintained by the Company will decrease on a ratable basis,
provided, however, that under no circumstances will the minimum Consolidated Tangible Net Worth be
reduced to less than $90,000,000. Any such ratable increase or decrease in the Company’s
maintenance of the Consolidated Tangible Net Worth shall be effective immediately upon the related
increase or decrease in the Aggregate Commitment in accordance with the terms of this Agreement.



Section 7.8 Liens. The Company will not, nor will it permit any Subsidiary to, create
or incur any Lien in, of or on the Collateral, except:



(a) Liens in favor of the Collateral Agent.



(b) Liens in favor of the Company, which Liens are subordinated to the Liens in favor of the
Collateral Agent in accordance with Article XV hereof.



(c) Liens arising out of repurchase agreements or reverse repurchase agreements entered into
by the Company or any Subsidiary.



(d) Liens arising out of judgments or awards against the Company or any Subsidiary, in an
amount of not more than $5,000,000 in the aggregate, which judgment or award is vacated,
discharged, satisfied or stayed or bonded pending appeal within 60 days from the entry thereof.



Section 7.9 Additional Clearing Members. Promptly upon any Person becoming a Clearing
Member of CME, the Company will execute and deliver, as Member Attorney-in-Fact, a supplement to
the Security and Pledge Agreement, substantially in the form of Exhibit A thereto, joining such
Clearing Member as a party to the Security and Pledge Agreement and a supplement to the Securities
Account Control Agreement, substantially in the form of Exhibit B thereto, joining such Clearing
Member as a party to the Securities Account Control Agreement. If such new Clearing Member
deposits Money Fund Shares in satisfaction of their Security Deposit requirement to the extent such
Money Fund Shares are included in the Borrowing Base, the Company will execute and deliver, as
Member Attorney-in-Fact, a Money Fund Control Agreement, substantially in the form of Exhibit C to
the Security and Pledge Agreement with respect to such Money Fund Shares for the purpose of
granting to the Collateral Agent control (within the meaning of the UCC) of the Money Fund Shares
subject thereto.



Section 7.10 CME Rule Changes. The Company will not, without the prior written
consent of the Banks, amend, revoke, or rescind any CME Rule in any manner that would have a
materially adverse effect on the Lien granted to the Collateral Agent in the Collateral or the
ability of the Collateral Agent to enforce any of its rights under the Collateral Documents.



Section 7.11 Taxes. The Company will, and will cause each Subsidiary to, pay when due
all taxes, assessments and governmental charges and levies upon it or its income, profits or
property, except those (i) which are being contested in good faith by appropriate proceedings and
with respect to which adequate reserves have been set aside on the books of the Company or such
Subsidiary, as applicable, or (ii) as to which the failure to pay would not reasonably be expected
to have a Material Adverse Effect.



Section 7.12 Insurance. The Company will, and will cause each Subsidiary to, maintain
with financially sound and reputable insurance companies insurance on all their property in such
amounts and covering such risks as is consistent with sound business practice in the industry, and
the Company will furnish to any Bank upon request full information as to the insurance carried.



ARTICLE VIII




DEFAULTS




The occurrence of any one or more of the following events shall constitute a Default:



Section 8.1 Representations and Warranties. Any representation or warranty made or
deemed made by or on behalf of the Company or any Subsidiary to the Banks in this Agreement or in
any certificate or written information delivered in connection with this Agreement or any other
Loan Document shall be materially false as of the date on which made or deemed to have been made.



Section 8.2 Payment Defaults. Nonpayment of the principal of any Note when due,
nonpayment of interest upon any Note within five days after the same becomes due or nonpayment of
any commitment fee or other obligation under any of the Loan Documents within 10 days after the
same becomes due.



Section 8.3 Certain Covenant Defaults. (i) Any breach by the Company of any of the
terms required to be observed by it under Section 7.1 (other than Section 7.1(g)), which continues
unremedied for 10 days after the Company receives written notice of such breach from any Bank; (ii)
any breach by the Company of any of the terms required to be observed by it under Section 7.2, 7.7,
7.8 or 7.10; or (iii) any material breach by the Company of any of the other terms or provisions
required to be observed by it under Article VII.



Section 8.4 Other Covenant Defaults. The breach by the Company (other than a breach
which constitutes a Default under Section 8.1, 8.2 or 8.3) of any of the terms or provisions of
this Agreement or any other Loan Document which is not remedied within five days after written
notice from any Bank.



Section 8.5 Other Indebtedness. Failure of the Company or any Subsidiary to pay any
Indebtedness in an aggregate amount in excess of $5,000,000 when due; or the default by the Company
or any Subsidiary in the performance of any term, provision or condition contained in any agreement
under which any such Indebtedness was created or is governed, which results in such Indebtedness
being accelerated or declared to be due and payable or required to be prepaid, redeemed or defeased
(other than by a regularly scheduled repayment, redemption or defeasance or mandatory prepayment,
redemption or defeasance) prior to its stated maturity.



Section 8.6 Bankruptcy, etc. The Company or any Subsidiary shall (a) have an order
for relief entered with respect to it under the federal bankruptcy code, (b) not pay, or admit in
writing its inability to pay, its debts generally as they become due, (c) make an assignment for
the benefit of creditors, (d) apply for, seek, consent to, or acquiesce in, the appointment of a
receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial
part of its property, (e) institute any proceeding seeking an order for relief under the federal
bankruptcy code or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to
file an answer or other pleading denying the material allegations of any such proceeding filed
against it, (f) take any corporate action to authorize or effect any of the foregoing actions set
forth in this Section 8.6 or (g) fail to contest in good faith any appointment or proceeding
described in Section 8.7.



Section 8.7 Involuntary Bankruptcy, etc. Without the application, approval or consent
of the Company or any Subsidiary, a receiver, trustee, examiner, liquidator or similar official
shall be appointed for the Company or any Subsidiary or any substantial part of its property, or a
proceeding described in Section 8.6(e) shall be instituted against the Company or any Subsidiary
and such appointment continues undischarged or such proceeding continues undismissed or unstayed
for a period of 45 consecutive days.



Section 8.8 Condemnation. Any court, government or governmental agency shall condemn,
seize or otherwise appropriate, or take custody or control of all or any substantial portion of the
property of the Company or any Subsidiary.



Section 8.9 Judgments. The Company or any Subsidiary shall fail to pay, bond or
otherwise discharge, within 30 days of the entry thereof, any judgment or order for the payment of
money in excess of $250,000, which is not stayed on appeal or otherwise being appropriately
contested in good faith.



Section 8.10 Security Interest; Validity. The Collateral Agent, for the ratable
benefit of the Banks, shall cease to have a valid and perfected first priority security interest in
the Collateral other than any Money Fund Shares that have not been included in the Borrowing Base
and other than in connection with any release of Collateral contemplated hereby or by any other
Loan Document; or the Company shall assert the invalidity of any such security interest or the
invalidity or unenforceability of any Collateral Document; or any Collateral Document shall be
terminated without the Collateral Agent’s written consent.



Section 8.11 CFTC Designation. The Commodity Futures Trading Commission (or its
successor) shall revoke or suspend the designation of the Company as a contract market under the
Commodity Exchange Act, as amended for any futures contract other than for reasons of dormancy or
low volume in such contract or for reasons of disruptions in the underlying market for such
contract.



ARTICLE IX




ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES




Section 9.1 Acceleration. If any Default described in Section 8.6 or
8.7 occurs, the obligations of the Banks to make Loans hereunder shall automatically
terminate and the Obligations shall immediately become due and payable without any election or
action on the part of any Bank. If any other Default occurs, the Required Banks may terminate or
suspend the Commitments of the Banks to make Loans hereunder, or declare the Obligations to be due
and payable, or both, whereupon such Obligations shall become immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which the Company hereby expressly
waives. In addition, at any time after which the Obligations have become due and payable and the
obligations of the Banks to make Loans hereunder have terminated in accordance with this
Section 9.1, the Collateral Agent may, with the consent of the Required Banks (or shall,
upon the direction of the Required Banks), enforce any and all rights and interest created under
the Collateral Documents or the UCC, including, without limitation, foreclosing the security
interests created pursuant to the Collateral Documents by any available judicial procedure, and
exercise all other rights and remedies of the Collateral Agent otherwise available under any other
provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby
expressly preserved and all of which rights shall be cumulative.



Section 9.2 Amendments. Subject to the provisions of this Section 9.2, the
Required Banks and the Company may enter into agreements supplemental hereto for the purpose of
adding or modifying any provisions to the Loan Documents or changing in any manner the rights of
the Banks or the Company hereunder or waiving any Default hereunder; provided, however, that:



(a) the consent of the Company and all of the Banks shall be required to (i) reduce the
percentage specified in the definition of Required Banks, (ii) reduce the principal amount of or
extend the maturity date for any Advance or reduce the rate or change the time of payment of
interest thereon, (iii) reduce the rate or change the time of payment of any commitment fee, (iv)
adjust the amount of the Commitment of any Bank except as otherwise permitted herein, (v) amend
Section 2.7, 2.8, 5.2 or this Section 9.2, (vi) extend the
Revolving Credit Termination Date, (vii) permit the Company to assign its rights under this
Agreement, (viii) amend the definition of “Borrowing Base” or “Discounted Value” or the provisions
of Annex I hereto (except as set forth in clause (c) below) or (ix) release any of the Collateral
from the Lien granted pursuant to the Collateral Documents other than as permitted by this
Agreement or any other Loan Document;



(b) the Company may add a new Bank(s) under the terms of this Agreement, provided, however,
that each such new Bank shall agree in writing to be bound by the terms of this Agreement; and



(c) the Company may modify the Concentration Policy or Minimum Credit Rating, each as set
forth on Annex I hereto, at any time, if such modification results in an imposition of a more
restrictive Concentration Policy or Minimum Credit Rating than that set forth on Annex I. The
Company may modify the Concentration Policy or Minimum Credit Rating upon approval of the Required
Banks if such modification results in the imposition of a less restrictive Concentration Policy or
Minimum Credit Rating than that set forth on Annex I.



Section 9.3 Preservation of Rights. No delay or omission of the Banks to exercise any
right under the Loan Documents shall impair such right or be construed to be a waiver of any
Default or an acquiescence therein, and the making of a Loan notwithstanding the existence of a
Default or the inability of the Company to satisfy the conditions precedent to such Loan shall not
constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not
preclude other or further exercise thereof or the exercise of any other right, and no waiver,
amendment or other variation of the terms, conditions or provisions of the Loan Documents
whatsoever shall be valid unless in writing signed by the Banks required pursuant to Section
9.2, and then only to the extent in such writing specifically set forth. All remedies
contained in the Loan Documents or by law afforded shall be cumulative and all shall be available
to the Banks until the Obligations have been paid in full and the Commitments have been terminated.



ARTICLE X




COLLATERAL AGENT




Section 10.1 Declaration and Acceptance of Appointment; No Fiduciary Duties. Subject
to the terms and conditions hereof, each Bank hereby appoints and authorizes The Bank of New York
to act as its collateral agent hereunder and under each of the Collateral Documents and other Loan
Documents, with such powers as are expressly delegated to the Collateral Agent by the terms of this
Agreement, the Collateral Documents, and the other Loan Documents, together with such other powers
as are reasonably incidental thereto. The Bank of New York, by its execution hereof, hereby
accepts the appointment made under this Section 10.1. The Collateral Agent shall not have
any duties or responsibilities except those expressly set forth in this Agreement, the Collateral
Documents and the other Loan Documents, or be a trustee for, or have any fiduciary obligation to,
any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities
on the part of the Collateral Agent shall be read into this Agreement or any other Loan Document or
otherwise exist for the Collateral Agent. In performing its functions and duties hereunder and
under the other Loan Documents, the Collateral Agent shall act solely as agent for the Banks and
does not assume nor shall be deemed to have assumed any obligation or relationship of trust or
agency with or for the Company or any of its successors or assigns. The Collateral Agent shall not
be required to take any action that exposes the Collateral Agent to personal liability or that is
contrary to this Agreement, any other Loan Document or applicable law. The appointment and
authority of the Collateral Agent hereunder shall terminate upon the indefeasible payment in full
of all Obligations and the termination of the Commitments. Each Bank hereby authorizes the
Collateral Agent to execute each of the Collateral Documents on behalf of such Bank (the terms of
which shall be binding on such Bank).



Section 10.2 Reliance by Collateral Agent. The Collateral Agent shall in all cases be
entitled to rely, and shall be fully protected in relying, upon any document or conversation
believed by it in good faith to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Company), independent accountants and other experts selected by the
Collateral Agent and acceptable to the Required Banks. The Collateral Agent shall in all cases be
fully justified in failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the Company or the Required
Banks (or, if required, all of the Banks), as applicable, as it deems appropriate and it shall
first be indemnified to its satisfaction by the Banks, provided that unless and until the
Collateral Agent shall have received such advice, the Collateral Agent may take or refrain from
taking any action, as the Collateral Agent shall deem advisable and in the best interests of the
Banks. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from
acting, in accordance with a request of the Company or the Required Banks or all of the Banks, as
applicable, and such request and any action taken or failure to act pursuant thereto shall be
binding upon all the Banks.



Section 10.3 Reimbursement and Indemnification. The Banks severally agree to
reimburse and indemnify the Collateral Agent and its officers, directors, employees,
representatives and agents ratably in proportion to the amounts of their respective Commitments, to
the extent not paid or reimbursed by the Company (i) for any amounts for which the Collateral
Agent, acting in its capacity as Collateral Agent, is entitled to reimbursement by the Company
hereunder or under any other Loan Document and (ii) for any other actual out-of-pocket expenses
incurred by the Collateral Agent, in its capacity as Collateral Agent and acting on behalf of the
Banks, in connection with the administration and enforcement of this Agreement and the other Loan
Documents, except in each case, for any amounts or expenses that arise as a result of the gross
negligence or willful misconduct of the Collateral Agent.



Section 10.4 Collateral Agent in its Individual Capacity. The Collateral Agent and
its affiliates may make loans to, accept deposits from and generally engage in any kind of business
with the Company or any affiliate of the Company as though the Collateral Agent were not the
Collateral Agent hereunder. With respect to the making of Loans pursuant to this Agreement, the
Collateral Agent shall have the same rights and powers under this Agreement in its individual
capacity as any Bank and may exercise the same as though it were not the Collateral Agent, and the
terms “Bank,” and “Banks” shall include the Collateral Agent in its individual capacity.



Section 10.5 Resignation or Termination of Collateral Agent. The Collateral Agent may
resign its position as such at any time upon ninety (90) days’ prior notice to the Company and the
Banks. The Collateral Agent may be terminated by 100% of the Banks (excluding any Bank then acting
as Collateral Agent) at any time upon thirty (30) days’ prior notice to the Company, the Collateral
Agent and the other Banks. The Required Banks, with the consent of the Company (such consent not
to be unreasonably withheld), shall appoint a successor Collateral Agent to succeed any Collateral
Agent that resigns or is terminated pursuant to this Section 10.5. Subsequent to the
effective date of such resignation or termination, the resigning or terminated (as applicable)
Collateral Agent shall have no further obligations in that capacity under this Agreement. If no
successor Collateral Agent shall have been appointed by the Company and the Required Banks and
shall have accepted such appointment prior to the effective date of the resignation or termination
of the then acting Collateral Agent, the resigning or terminated Collateral Agent may appoint a
successor Collateral Agent, which shall be a bank or trust company organized under the laws of the
United States of America or any State thereof, having a combined capital and surplus of at least
$500,000,000.



Section 10.6 Non-Reliance Representation. Each of the Banks acknowledges and
represents that it has, independently of and without reliance upon the Collateral Agent, and based
solely upon its own expertise (and the expertise of its agents and independent advisors, if any)
and upon financial statements and other information deemed appropriate by it, made its own credit
analysis of the Company and made its own decision to enter into this Agreement. Each of the Banks
further acknowledges and represents that it will, independently of and without reliance upon the
Collateral Agent, and based solely upon its own expertise (and the expertise of its agents and
independent advisors, if any) and upon such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis of the Company and its own decisions with
respect to this Agreement.



Section 10.7 Exculpation. Neither the Collateral Agent nor any of its shareholders,
directors, officers, employees or agents shall be liable to the Banks, or any of them individually,
for any obligation, undertaking, act or judgment of the Company or any other Person, or for any
error of judgment or any action taken or omitted to be taken by the Collateral Agent (except and to
the extent that the same arises from gross negligence or willful misconduct on the part of the
Collateral Agent), or be bound to ascertain or inquire as to the performance or observance of any
term of any of the Loan Documents. Without limiting the generality of the foregoing, the
Collateral Agent: (a) may consult with legal counsel selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the advice of such
counsel; (b) makes no warranty or representation and shall not be responsible for any warranty or
representation made in or in connection with any of the Loan Documents by any Person other than the
Collateral Agent, or for the financial condition of the Company or any other Person, or for the
observance or performance of any obligations of the Company or any other Person other than the
Collateral Agent, or for the truth or accuracy of any document provided to the Collateral Agent
that the Collateral Agent has initially received from, or that the Collateral Agent has prepared
based upon information received from, the Company or any other Person, except for the Collateral
Agent’s responsibility under Section 10.8; (c) makes no warranty or representation and
shall not be responsible for the due execution, validity, enforceability, sufficiency or
collectibility of any of the Loan Documents; (d) shall incur no liability under or in respect of
any such agreement or document by acting upon any notice (by telephone or otherwise), or writing
(including telex and telegraphic communication) believed by it in good faith to be genuine and to
be signed or sent by the proper party or Person; and (e) makes no warranty or guarantee as to: (i)
future payments by the Company or any other obligor or guarantor of the Loans, (ii) the Company’s
future compliance with or performance of any of the terms and conditions contained in the Loan
Documents, or (iii) the collectibility of the Loans.



Section 10.8 Collateral Valuation. The Collateral Agent shall monitor the market
value of the Collateral. On each Borrowing Date, promptly after receiving notice from the Company
of a proposed borrowing, on each subsequent day on which there is an outstanding Advance, and on
the last day of each calendar month (or, if such day is not a Business Day, the next succeeding
Business Day), commencing with the first such date to occur after the date hereof, the Collateral
Agent shall determine the aggregate market value of all Collateral on and as of such date in
accordance with its usual and customary practices and shall advise and notify (which may be by
telephone) the Company and each Bank thereof (each a, “Collateral Notice”). The Collateral Agent
agrees to deliver promptly to the Company and each Bank a written confirmation of any telephonic
Collateral Notice which is given on a Borrowing Date.



ARTICLE XI




GENERAL PROVISIONS




Section 11.1 Successors and Assigns.



(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, except that the Company may not assign
or otherwise transfer any of its rights under this Agreement.



(b) Any Bank may, in accordance with applicable law, at any time sell to one or more banks,
financial institutions or other entities (“Participants”) participating interests in any Loan owing
to such Bank, any Note held by such Bank, any Commitment of such Bank or any other interest of such
Bank hereunder. In the event of any such sale by a Bank of participating interests to a
Participant, such Bank’s obligations under this Agreement to the other parties to this Agreement
shall remain unchanged, such Bank shall remain solely responsible for the performance thereof and
the Company and the Collateral Agent shall continue to deal solely and directly with such Bank in
connection with such Bank’s rights and obligations under this Agreement and the other Loan
Documents. In no event shall a Bank that sells a participating interest be obligated to the
Participant to take or refrain from taking any action hereunder or under any of the other Loan
Documents except that such Bank may agree that it will not, without the consent of such
Participant, agree to (A) reduce the principal of, or interest payable on (or reduce the rate of
interest applicable to), the Loans of such Bank or any fees or other amounts payable to such Bank
hereunder which, in each case, are related to the participation sold to such Participant or, (B)
postpone the date fixed for any payment of the principal of, or interest on, the Loans of such Bank
or other amounts payable to such Bank hereunder which, in each case, are related to the
participation sold to such Participant.



(c) Any Bank may (or in accordance with Section 11.4(h) shall), in accordance with
applicable law, and with the consent of the Company (such consent not to be unreasonably withheld),
at any time sell to any financial institution (all such purchasers, collectively, “Purchasers”) all
or any part of its rights and obligations under this Agreement and the Note held by it pursuant to
an assignment agreement (an “Assignment Agreement”), executed by such Purchaser and such Bank and
delivered to the Company and the Collateral Agent; provided that the consent of the Company to any
such assignment shall not be required if (A) an Event of Default has occurred and is continuing,
(B) the assignment is by a Bank to an affiliate of such Bank or another existing Bank or (C) the
assignment (including any pledge) is by any Bank of its Notes and its rights hereunder with respect
thereto to any Federal Reserve Bank. Upon such execution and delivery of an Assignment Agreement,
from and after the effective date as specified therein, (x) the Purchaser thereunder shall be a
party hereto and shall be bound by the provisions hereto and, to the extent provided in such
Assignment Agreement, shall have the rights and obligations of a Bank hereunder, with its
Commitment as set forth in such Assignment Agreement, and (y) the transferor Bank thereunder shall,
to the extent provided in such Assignment Agreement, be released from its obligations under this
Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of a
transferor Bank’s rights and obligations under this Agreement, such transferor Bank shall cease to
be a party hereto). Upon delivery of the Assignment Agreement to the Company and the Collateral
Agent, the Company, the Collateral Agent and the Banks may treat the Purchaser as the owner of the
Loans recorded therein for all purposes of this Agreement.



(d) On the effective date specified in any Assignment Agreement, or as soon as possible
thereafter, the Company shall execute and deliver to the applicable Purchaser, a new Note to the
order of such Purchaser reflecting the Commitment and outstanding Loans obtained by it pursuant to
such Assignment Agreement and, if the transferor Bank has retained a Commitment and Loans
hereunder, a new Note in exchange for the Note held by the transferor Bank (which existing Note
shall be surrendered to the Company) to the order of the transferor Bank reflecting the Commitment
and outstanding Loans retained by it hereunder. Such new Notes shall be dated the effective date
of the Assignment Agreement as specified therein and shall otherwise be in the form of the Note
replaced thereby. The Note surrendered by the transferor Bank shall be returned by the transferor
Bank to the Company marked “canceled”.



(e) The Company authorizes each Bank to disclose to any Participant or Purchaser and any
prospective Participant or Purchaser any and all financial and other information in such Bank’s
possession concerning the Company which has been delivered to such Bank by or on behalf of the
Company pursuant to this Agreement; provided that such Participant or Purchaser or prospective
Participant or Purchaser agrees to be bound by the confidentiality provisions contained in
Section 11.12.



(f) If, pursuant to this Section 11.1, any interest in this Agreement or any Note is
transferred to any Purchaser which is organized under the laws of any jurisdiction other than the
United States or any state thereof, such Purchaser, concurrently with the effectiveness of such
transfer and becoming a party to this Agreement pursuant to the applicable Assignment Agreement
shall, (i) represent to the transferor Bank (for the benefit of the transferor Bank, the Collateral
Agent and the Company) that under applicable law and treaties then in effect no United States
federal taxes will be required to be withheld by the Collateral Agent, the Company or the
transferor Bank with respect to any payments to be made to such Purchaser hereunder, (ii) furnish
to the Company the documentation described in Section 11.4(f), (wherein such Purchaser
claims entitlement to complete exemption from U.S. federal withholding tax on all payments
hereunder) and (iii) agree to otherwise comply with the terms of Section 11.4(f).



(g) Notwithstanding anything to the contrary contained in this Section 11.1, no Bank
may assign or sell participations, or otherwise syndicate all or any portion of such bank’s
interests under this Agreement or any other Loan Document to any Person who is (i) listed on the
Specially Designated Nationals and Blocked Persons List (the “SDN List”) maintained by the U.S.
Department of Treasury Office of Foreign Assets Control (“OFAC”) and/or on any other similar list
maintained by the OFAC pursuant to any authorizing statute, executive order or regulation or (ii)
either (x) included within the term “designated national” as defined in the Cuban Assets Control
Regulations, 31 C.F.R. Part 515, or (y) designated under Sections 1(a), 1(b), 1(c) or 1(d) of
Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) or similarly
designated under any related enabling legislation or any other similar executive orders.



Section 11.2 Survival of Representations. All representations and warranties of the
Company contained in this Agreement shall survive delivery of the Notes and the making of the Loans
herein contemplated.



Section 11.3 Governmental Regulation. Anything contained in this Agreement to the
contrary notwithstanding, no Bank shall be obligated to extend credit to the Company in violation
of any limitation or prohibition provided by any applicable statute or regulation.



Section 11.4 Taxes.



(a) All payments to any Bank with respect to the Loans shall be made free and clear of, and
without deduction for any Indemnified Taxes or Other Taxes; provided that if the Company shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum
payable shall be increased by the amount (the “Additional Amount”) necessary so that after making
all required deductions (including deductions applicable to additional sums described in this
paragraph) such Bank receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Company shall make such deductions and (iii) the Company shall pay
the full amount deducted to the relevant governmental authority in accordance with applicable law.
In addition, to the extent not paid in accordance with the preceding sentence, the Company shall
pay any Other Taxes to the relevant governmental authority in accordance with applicable law.



(b) Subject to subsections (g) and (h) below, the Company shall indemnify each Bank for
Indemnified Taxes and Other Taxes paid by such Bank, provided, however, that the Company shall not
be obligated to make payment to any Bank in respect of penalties, interest and other similar
liabilities attributable to such Indemnified Taxes or Other Taxes if such penalties, interest or
other similar liabilities are attributable to the gross negligence or willful misconduct of such
Bank.



(c) If a Bank shall become aware that it is entitled to claim a refund from a governmental
authority in respect of Indemnified Taxes or Other Taxes paid by the Company pursuant to this
Section 11.4, including Indemnified Taxes or Other Taxes as to which it has been
indemnified by the Company, or with respect to which the Company has paid Additional Amounts
pursuant hereto, it shall promptly notify the Company of the availability of such refund claim and,
if such Bank determines in good faith that making a claim for refund will not have a material
adverse effect on its taxes or business operations, shall, within 30 days after receipt of a
request by the Company, make a claim to such governmental authority for such refund at the
Company’s expense. If a Bank receives a refund in respect of any Indemnified Taxes or Other Taxes
paid by the Company pursuant hereto, it shall within 30 days from the date of such receipt pay over
such refund to the Company (but only to the extent of Indemnified Taxes or Other Taxes paid
pursuant to hereto, including indemnity payments made or Additional Amounts paid, by the Company
under this Section 11.4 with respect to the Indemnified Taxes or Other Taxes giving rise to
such refund), net of all out of pocket expenses of such Bank and without interest (other than
interest paid by the relevant governmental authority with respect to such refund).



(d) If any Bank is or becomes eligible under any applicable law, regulation, treaty or other
rule to a reduced rate of taxation, or a complete exemption from withholding, with respect to
Indemnified Taxes or Other Taxes on payments made to it by the Company, such Bank shall, upon the
request, and at the cost and expense, of the Company, complete and deliver from time to time any
certificate, form or other document requested by the Company, the completion and delivery of which
are a precondition to obtaining the benefit of such reduced rate or exemption, provided that the
taking of such action by such Bank, would not, in the reasonable judgment of such Bank be
disadvantageous or prejudicial to such Bank or inconsistent with its internal policies or legal or
regulatory restrictions. For any period with respect to which a Bank has failed to provide any
such certificate, form or other document requested by the Company, such Bank shall not be entitled
to any payment under this Section 11.4 in respect of any Indemnified Taxes or Other Taxes
that would not have been imposed but for such failure.



(e) Each Bank organized under the laws of a jurisdiction in the United States, any State
thereof or the District of Columbia (other than Banks that are corporations or otherwise exempt
from United States backup withholding Tax) shall (i) deliver to the Company, upon execution hereof
(or, with respect to Persons becoming Banks hereunder by assignment, upon execution of the relevant
assignment agreement), two original copies of United States Internal Revenue Form W-9 or any
successor form, properly completed and duly executed by such Bank, certifying that such Bank is
exempt from United States backup withholding Tax on payments of interest made under the Loan
Documents and (ii) thereafter, at each time it is so reasonably requested in writing by the
Company, deliver within a reasonable time two original copies of an updated Form W-9 or any
successor form thereto.



(f) Each Bank that is organized under the laws of a jurisdiction other than the United States,
any State thereof or the District of Columbia (each such Bank, a “Foreign Bank”) that is entitled
to an exemption from or reduction of withholding Tax under the laws of the jurisdiction in which
the Company is located, or any treaty to which such jurisdiction is a party, with respect to
payments under the Loan Documents shall deliver to the Company, upon execution hereof (or, with
respect to Persons becoming Banks hereunder by assignment, upon execution of the relevant
assignment agreement), such properly completed and duly executed documentation prescribed by
applicable law or reasonably requested by the Company as will permit such payments to be made
without withholding or at a reduced rate, unless in the good faith opinion of the Foreign Bank such
documentation would expose the Foreign Bank to any material adverse consequences or risk. Such
documentation shall be delivered by each Foreign Bank on or before the date it becomes a Bank and
on or before the date, if any, such Foreign Bank changes its applicable lending office by
designating a different lending office with respect to its Loans (a “New Lending Office”). In
addition, each Foreign Bank shall deliver such forms promptly upon the obsolescence or invalidity
of any form previously delivered by such Foreign Bank. Each Bank (and, in the case of a Foreign
Bank, its lending office), represents that on the date hereof, payments made hereunder by the
Company to it would not be subject to United States Federal withholding tax.



(g) Notwithstanding the provisions of subsection (a) and (b) above, the Company shall not be
required to indemnify any Foreign Bank, or to pay any Additional Amounts to any Foreign Bank, in
respect of United States Federal withholding tax pursuant to subsection (a) or (b) above, (A) to
the extent that the obligation to withhold amounts with respect to United States Federal
withholding tax existed on the date such Foreign Bank became a Bank; (B) with respect to payments
to a New Lending Office with respect to a Loan, but only to the extent that such withholding tax
exceeds any withholding tax that would have been imposed on such Bank had it not designated such
New Lending Office; (C) with respect to a change by such Foreign Bank of the jurisdiction in which
it is organized, incorporated, controlled or managed, or in which it is doing business, from the
date such Foreign Bank changed such jurisdiction, but only to the extent that such withholding tax
exceeds any withholding tax that would have been imposed on such Bank had it not changed the
jurisdiction in which it is organized, incorporated, controlled or managed, or in which it is doing
business; or (D) to the extent that the obligation to pay such indemnity payment or Additional
Amounts would not have arisen but for a failure by such Foreign Bank to comply with the provisions
of Section 11.4(f).



(h) If any Bank requests compensation under this Section 11.4, or if the Company is
required to pay any additional amount to any governmental authority for the account of any Bank
pursuant to this Section 11.4, then such Bank shall 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 with the object of avoiding
or eliminating the amounts payable pursuant to this Section 11.4, provided that such
designation or assignment shall be on such terms that such Bank and its lending office, in such
Bank’s sole judgment, suffer no economic, legal, regulatory or other disadvantage and would not
otherwise be disadvantageous to such Bank. The Company hereby agrees to pay all reasonable costs
and expenses incurred by any Bank in connection with any such designation or assignment.



If Bank requests compensation under this Section 11.4, or if the Company is required to pay
any additional amount to any governmental authority for the account of any Bank pursuant to this
Section 11.4, then the Company may, at its sole expense and effort, upon notice to such
Bank, require such Bank to assign and delegate, without recourse, in accordance with and subject to
the restrictions contained in Section 11.1, all of such Bank’s interests, rights and
obligations under this Agreement to one or more assignees that shall assume such obligations (which
assignee or assignees may be one or more other Banks); provided, that (i) such Bank shall have
received payment of an amount equal to the outstanding principal of its Loans, accrued and unpaid
interest thereon, accrued and unpaid fees and all other amounts payable to it hereunder from the
assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company
(in the case of all other amounts) and (ii) such assignment will result in a reduction in such
compensation or payments. A Bank shall not be required to make any such assignment and delegation
if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling
the Company to require such assignment and delegation cease to apply.



A certificate of the relevant Bank setting forth the basis for any amounts (and the calculation
thereof and methodology in calculating, each in reasonable detail) claimed under this Section
11.4 shall be delivered to the Company and shall be conclusive absent manifest error. Failure
or delay on the part of a Bank to demand compensation of any amount under this Section shall not
constitute a waiver of such Bank’s right to demand such compensation; provided that the Company
shall not be required to compensate any such Bank for any amounts claimed under this Section that
are incurred more than 90 days prior to the date that such Bank notifies the Company of the
circumstances giving rise to such amounts and such Bank’s intention to claim compensation therefor;
provided, further, that if the circumstances giving rise to such amounts have retroactive effect,
then the 90-day period referred to above shall be extended to include the period of retroactive
effect thereof.



(i) Any payment required to be made by the Company to any Bank under this Section 11.4
shall be deemed an Obligation and be secured by the Collateral.



Section 11.5 Choice of Law; Jurisdiction. The Loan Documents (other than those
containing a contrary express choice of law provision) shall be construed in accordance with the
laws of the State of Illinois (excluding choice-of-law principles of the law of such State that
would require the application of the laws of a jurisdiction other than such State), but giving
effect to federal laws applicable to national banks. The Company and the Banks hereby irrevocably
submit to the non-exclusive jurisdiction of any United States federal or Illinois state court
sitting in Chicago, Illinois in any action or proceedings arising out of or relating to any Loan
Documents and the Company and the Banks hereby irrevocably agree that all claims in respect of such
action or proceeding may be heard and determined in any such court.



Section 11.6 Headings. Section headings in the Loan Documents are for convenience of
reference only, and shall not govern the interpretation of any of the provisions of the Loan
Documents.



Section 11.7 Entire Agreement. The Loan Documents embody the entire agreement and
understanding among the Company and the Banks and supersede all prior agreements and understandings
among the Company and the Banks relating to the subject matter thereof.



Section 11.8 Several Obligations. The respective obligations of the Banks hereunder
are several and not joint and no Bank shall be the partner or agent of any other. The failure of
any Bank to perform any of its obligations hereunder shall not relieve any other Bank from any of
its obligations hereunder.



Section 11.9 Expenses; Indemnification.



(a) The Company shall reimburse the Collateral Agent and each Bank for any reasonable costs,
internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges
of attorneys, which attorneys may be employees of the Collateral Agent or such Bank, as applicable)
paid or incurred by the Collateral Agent or such Bank, as applicable, in connection with the
collection, liquidation and enforcement of the Loan Documents and/or the Collateral. The Company
further agrees to indemnify the Collateral Agent, each Bank and their respective directors,
officers and employees (each an “Indemnified Party”) against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including, without limitation, all expenses of
litigation or preparation therefor) which any of them may pay or incur arising out of or relating
to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or
indirect application or proposed application of the proceeds of any Loan hereunder (all of the
foregoing being collectively referred to as “Indemnified Amounts”), excluding, however, in all of
the foregoing instances, Indemnified Amounts arising from the gross negligence or willful
misconduct on the part of the Indemnified Party seeking indemnification and Indemnified Amounts
consisting of taxes imposed on or measured by the overall net income of the Indemnified Party
seeking indemnification.



(b) If, after the date hereof, any law or any governmental rule, regulation, policy, guideline
or directive (whether or not having the force of law) is adopted, or there is any change in the
interpretation thereof, or the compliance of any Bank with such, which, in any case, affects the
amount of capital required or expected to be maintained by such Bank or any corporation controlling
such Bank, and such Bank reasonably determines the amount of capital required is increased by or
based upon the existence of this Agreement or its Commitment hereunder and such increased capital
results in increased costs to such Bank, then, such Bank shall notify the Company of such fact and
shall provide a reasonably detailed description of such increased costs in the notice (“Increased
Cost Notice”), together with documentation from the relevant regulatory body setting forth such
increased capital requirement, and within 15 days of the Company’s receipt of such Increased Cost
Notice, the Company shall, in its sole discretion, determine whether to terminate such Bank’s
Commitment and obligation to make Loans hereunder, or to attempt to negotiate with such Bank a
revised commitment fee (which revision shall not constitute an amendment to Section 2.8
hereof for the purposes of Section 9.2) and any other reimbursements provided for hereunder
which reflect such Bank’s increased costs. In the event that the Company determines to terminate
such Bank’s Commitment and obligation to make Loans hereunder, the Company shall send written
notice to such Bank within 15 days of the Company’s receipt of the Increased Cost Notice specifying
a date at least 30 days thereafter on which such Bank’s Commitment and obligation to make Loans
hereunder shall be terminated. In the event that the Company determines to attempt to negotiate
with such Bank a revised commitment fee and other reimbursements, and the Company and such Bank are
unable to agree, within 30 days of the date of the Increased Cost Notice, upon such revised fees
and other reimbursements, such Bank may send written notice to the Company, or the Company may send
written notice to such Bank specifying a date at least 30 days thereafter on which the Bank’s
Commitment and obligation to make Loans hereunder shall be terminated. Any payment required to be
made by the Company under this Section 11.9(b) shall be deemed an Obligation and be secured
by the Collateral.



(c) At least 45 days prior to the proposed consummation date of any merger or consolidation of
the Company with or into any other Person in which the Company shall not be the surviving entity
(such transaction, a “Restructuring”), the Company will give written notice thereof to each Bank (a
“Restructuring Notice”), which notice shall set forth the material terms and conditions of such
Restructuring, including the identity of the surviving entity of such Restructuring (the
“Survivor”). Upon receipt of a Restructuring Notice, a Bank may elect, in its sole discretion, to
terminate its Commitment hereunder by notifying the Company thereof, which may be by telephone (a
“Termination Notice”) within 15 days of such Bank’s receipt of the Restructuring Notice, which
termination shall become effective no sooner than 30 days after the Company’s receipt of the
Termination Notice. Any Bank that fails to deliver a Termination Notice within 15 days after its
receipt of a Restructuring Notice shall be deemed to have elected to terminate its Commitment.



(d) The effective date of any termination of a Bank’s Commitment hereunder pursuant to
subsection (b) or (c) above is referred to herein as such Bank’s “Accelerated Termination Date”.
Any such termination shall not accelerate the maturity of any Loans outstanding to such Bank;
commitment fees to such Bank shall cease to accrue as of its Accelerated Termination Date; and the
Company shall be responsible for any and all Obligations and accrued and unpaid costs (including
increased costs), fees and expenses incurred with respect to such Bank prior to its Accelerated
Termination Date. The obligations of the Company under this Section 11.9 shall survive the
termination of this Agreement.



Section 11.10 Accounting. Except as provided to the contrary herein, all accounting
terms used herein shall be interpreted and all accounting determinations hereunder shall be made in
accordance with Agreement Accounting Principles.



Section 11.11 Severability of Provisions. Any provision in any Loan Document that is
held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that
jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions
in that jurisdiction or the operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.



Section 11.12 Confidentiality. Each of the Banks and the Collateral Agent agrees to
maintain the confidentiality of the Company Information, except that Company Information may be
disclosed (a) to its affiliates, directors, officers, employees and agents, including accountants,
legal counsel and other advisors who have a need to know such information (it being understood that
the Persons to whom such disclosure is made will be informed of the confidential nature of such
Company Information and agree to keep such Company Information confidential on terms substantially
similar to this Section 11.12), (b) to any governmental agency or representative thereof,
provided that prior to such disclosure, the disclosing party shall, to the extent practicable,
promptly inform the Company of such potential disclosure, (c) to the extent required by applicable
laws or regulations or by any subpoena or similar legal process or to the extent reasonably
required in connection with any litigation relating to this Agreement or the Collateral to which
such Bank or the Collateral Agent, as applicable, is a party, (d) subject to an agreement
containing provisions substantially the same as those described in this Section 11.12, to
any Purchaser or Participant or any prospective Purchaser or Participant, (e) with the consent of
the Company or (f) to the extent such Company Information becomes publicly available other than as
a result of a breach of its confidentiality obligations as described in this Section 11.12.



As used in this Section, “Company Information” means all information received from the Company
or any of its Subsidiaries or Affiliates relating to Holdings or any of its subsidiaries (including
the Company) or any of their respective affiliates, or their businesses, other than any such
information that is available to the Collateral Agent or any Bank, as applicable, on a
non-confidential basis prior to disclosure by the Company.



Section 11.13 WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER
ARISING HEREUNDER OR THEREUNDER.



Section 11.14 USA Patriot Act Notification. The following notification is provided to
the Company pursuant to Section 326 of the USA Patriot Act:



IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government of
the United States of America fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify, and record information that
identifies each Person that opens an account, including any deposit account, treasury management
account, loan, other extension of credit, or other financial services product. Accordingly, when
the Company opens an account, the Collateral Agent and the Banks will ask for the Company’s name,
tax identification number, business address, and other information that will allow the Agent and
the Banks to identify such Borrower. The Collateral Agent and the Banks may also ask to see the
Company’s legal organizational documents or other identifying documents.



ARTICLE XII




SETOFF; RATABLE PAYMENTS




Section 12.1 Setoff; Ratable Payments.



(a) In addition to, and without limitation of, any rights of the Banks under applicable law,
if the Company becomes insolvent, however evidenced, or any Default occurs and is continuing, any
indebtedness from any Bank to the Company (including all account balances, whether provisional or
final and whether or not collected or available but excluding any accounts designated as or
representing “customer segregated funds” accounts and any accounts pledged to such Bank to secure
an overdraft facility to ensure the settlement of foreign currency futures and options contracts
traded on the Company) may be offset and applied toward the payment of the Obligations owing to
such Bank, whether or not the Obligations, or any part thereof, shall then be due.



(b) If any Bank, whether by setoff or otherwise, has payment made to it upon any Loan in a
greater proportion than that received by any other Bank upon any Loan constituting a portion of the
same Advance, such Bank (or, if applicable, such Bank’s Servicing Bank) shall distribute to all the
other Banks (or, if applicable, such other Banks’ Servicing Banks) an amount equal to their pro
rata share of such payment. Such payment shall be distributed ratably between the Banks in
proportion to each Bank’s respective share of the total Obligations outstanding under this
Agreement. Any payment distributed pursuant to this subsection (b) to a Servicing Bank shall be
distributed by the Servicing Banks to the applicable Banks in accordance with the provisions of
this Agreement.



(c) If any Bank, whether in connection with setoff or amounts which might be subject to setoff
or otherwise, receives collateral or other protection for any category of its Obligations or such
amounts which may be subject to setoff, in any case, in excess of its pro rata share thereof, such
Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in the
benefits of such collateral ratably in proportion to their Obligations of the same category. In
case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments
shall be made.



(d) The Company agrees that any holder of a participation in a Loan may, to the fullest extent
permitted by law, exercise all its rights of payment with respect to such participation as if such
holder were the direct creditor of the Company in the amount of the participation.



ARTICLE XIII




NOTICES




Section 13.1 Giving Notice. Except as otherwise herein provided, any notice required
or permitted to be given under this Agreement shall be in writing and shall be deemed, given (i)
when delivered if sent by an overnight courier service, or (ii) when sent by facsimile, telex or
SWIFT message, in each case, addressed to the Company and the Banks at the addresses or
transmission numbers indicated below their signatures to the Agreement or otherwise notified to the
Company or the Banks, as applicable.



Section 13.2 Change of Address. The Company and any Bank may each change the address
for service of notice upon it by a notice in writing to the other parties hereto.



ARTICLE XIV




COUNTERPARTS




This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing
any such counterpart. This Agreement shall be effective when it has been executed by the Company
and the Banks.



ARTICLE XV




SUBORDINATION




The Company hereby subordinates its Lien on the Collateral to the Lien therein granted to the
Collateral Agent pursuant to the Collateral Documents, and, except as permitted by Section
2.9, the Company shall not take any action of any nature whatsoever to enforce its Lien until
all of the Obligations have been paid in full and the Commitments have been terminated.



(Signature Pages Follow)




3




IN WITNESS WHEREOF, the Company and the Banks have executed this Agreement as of the
date first above written.




CHICAGO MERCANTILE EXCHANGE INC.


(A Delaware Corporation)




By: /s/ Kimberly S. Taylor



	 	 	 
	 	 	Name:	 	 	Kimberly S. Taylor
	 	 	Title: Managing Director and President,	 
	 	 	 	 	 	Clearing House Division






Date: October 14, 2005




20 South Wacker Drive


Chicago, Illinois 60606


Fax: (312) 930-3187


S.W.I.F.T.: XCMEUS4C




Attention: Managing Director & President, Clearing
House Division




With a copy to:


20 South Wacker Drive


Chicago, Illinois 60606


Fax: (312) 930-3187


S.W.I.F.T.: XCMEUS4C


Attention: General Counsel



4




Commitments



$60,000,000




THE BANK OF NEW YORK,


individually and as Collateral Agent




By:  /s/ Joseph Ciacciarelli

Name: Joseph Ciacciarelli

Title: Managing Director





One Wall Street


New York, New York 10286


Fax: (212) 809-9566




Attention: Joseph Ciacciarelli



	 	 	 	 	 
	$60,000,000 BANK OF

	 	AMERICA, N.A.
	 	

	 
	 	 	 	 
	
 
	 	By:
	 	/s/ Eyal Namordi
	
 
	 	 
	 	 






	 	 	 	 	 
	 	 	Name: Eyal Namordi	 
	 	 	Title:	 	 	Vice President






IL1-231-10-12


231 South LaSalle Street, 10th Floor


Chicago, Illinois 60697


Fax: (312) 828-3359




Attention: Eyal Namordi





 $60,000,000            THE BANK OF TOKYO-MITSUBISHI, LTD.

?vspace?

                               CHICAGO BRANCH

?vspace?

                               By:                          /s/ Tsuguyuki Umene
                               -----------------            -------------------



	 
	 	 	Name: Tsuguyuki Umene	 
	 	 	Title:	 	 	Deputy General Manager






Chicago Branch


227 West Monroe Street, Suite 2300


Chicago, Illinois 60606


Fax: (312) 696-4535




Attention: Thomas Denio





  $15,000,000            BROWN BROTHERS HARRIMAN & CO.

?vspace?

                                By:                        /s/ John Sanies Jr.
                                ---------------            -------------------



	 
	 	 	Name:	 	 	John Sanies Jr.
	 	 	Title: Managing Director






140 Broadway


New York, New York 10005


Fax: (212) 493-8998




Attention: Graeme Henderson



	 	 	 	 	 
	$60,000,000 CITIBAN

	 	K, N.A.
	 	

	 
	 	 	 	 
	
 
	 	By:
	 	/s/ Stella McCaffrey
	
 
	 	 
	 	 
	
 
	 	Name:

Title:
	 	Stella McCaffrey

Vice President







	 	388	 	Greenwich Street, 22nd Floor






New York, New York 10013


Fax: (212) 816-4141




Attention: Stella F. McCaffrey



5



	 	 	 	 	 
	$40,000,000

	 	CALYON NEW YORK BRANCH
	 	

	 
	 	 	 	 
	
 
	 	By:
	 	/s/ William Denton
	
 
	 	 
	 	 






	 	 	 	 	 
	 	 	Name: William Denton	 	 
	 	 	Title:	 	 	 	Managing Director
	 	 	By:	 	 	 	/s/ Sebastian Rocco





	 	 	 	 	 
	 	 	Name: Sebastian Rocco	 
	 	 	Title:	 	 	Managing Director





1301 6th Avenue



New York, New York 10019



Fax: (212) 261-3438




Attention: Kenneth Ricciardi



6



	 	 	 	 	 
	$40,000,000	 	FIFTH THIRD BANK (CHICAGO), a Michigan banking

	 
	 	 	 	 
	
 
	 	corporation
	 	

	 
	 	 	 	 
	
 
	 	By:
	 	/s/ Joseph A. Wemhoff
	
 
	 	 
	 	 






	 	 	 	 	 
	 	 	Name: Joseph A. Wemhoff	 
	 	 	Title:	 	 	Vice President






1701 W. Golf Rd., Tower One


GRLM9K


Rolling Meadows, Illinois 60008


Fax: (847) 354-7330




Attention: Joseph A. Wemhoff



7



	 	 	 	 	 
	$45,000,000

	 	HARRIS N.A.
	 	

	 
	 	 	 	 
	
 
	 	By:
	 	/s/ Linda C. Haven
	
 
	 	 
	 	 
	
 
	 	Name:

Title:
	 	Linda C. Haven

Managing Director







	 	111	 	West Monroe Street






Chicago, Illinois 60603


Fax: (312) 765-8201



Attention: Gary Shafer



8



	 	 	 	 	 
	$25,000,000

	 	HSBC BANK USA
	 	

	 
	 	 	 	 
	
 
	 	By:
	 	/s/ Joseph Travaglione
	
 
	 	 
	 	 
	
 
	 	Name:

Title:
	 	Joseph Travaglione

SVP






452 5th Avenue



New York, New York 10018



Fax: (212) 765-8201



Attention: Joseph Travaglione



9



	 	 	 
	$60,000,000

	 	JP MORGAN CHASE BANK
	 
	 	 
	
 
	 	By:
	
 
	 	 







Name:


Title:




1166 Avenue of the Americas, 15th Floor


New York, New York 10036


Fax: (212) 899-1095




Attention: Kevin Murphy





$60,000,000            NATIONAL AUSTRALIA BANK LIMITED,

?vspace?

                              A.C.N. 004044937

?vspace?

                              By:                         /s/ Richard G. Reilly
                              ----------------            ---------------------

                              Name:                       Richard G. Reilly
                              Title:                      Senior Vice President



245 Park Avenue, 28th Floor



New York, New York 10167



Fax: (212) 983-7360




Attention: Michael Pryce



10



	 	 	 	 	 
	$15,000,000	 	THE NORTHERN TRUST COMPANY

	 
	 	 	 	 
	
 
	 	By:
	 	/s/ Jaron Montgomery
	
 
	 	 
	 	 
	
 
	 	Name:

Title:
	 	Jaron Montgomery

Vice President






50 South LaSalle Street



Chicago, Illinois 60675



Fax: (312) 444-4906



Attention: Jaron Montgomery



11



	 	 	 	 	 
	$40,000,000	 	PNC BANK, NATIONAL ASSOCIATION

	 
	 	 	 	 
	
 
	 	By:
	 	/s/ Hanna M. Deiter
	
 
	 	 
	 	 







Name: Hana M. Deiter

Title: Managing Director




One PNC Plaza


249 Fifth Avenue


Pittsburgh, Pennsylvania 15222


Fax: (412) 762-6484



	 	 	 	 	 
	
 
	 	Attention: Hana Deiter
	 	

	 
	 	 	 	 






12




	 	 	 	 	 
	 
	 	 	 	 
	$40,000,000

	 	STATE STREET BANK AND

TRUST COMPANY
	 	



	 
	 	 	 	 
	
 
	 	By: /s/ G. Sierra
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Juan G. Sierra

Vice President






	 	 	 	 	 
	 	 	Lafayette Corporate Center	 
	 	 	LCC-2N	 	 	 
	 	 	#2 Avenue de Lafayette	 
	 	 	Boston, MA 02111	 
	 	 	Fax:	 	 	(617) 662-4201





	 	 	 	 	 
	
 
	 	Attention: Juan Sierra
	 	

	 
	 	 	 	 






13




	 	 	 	 	 
	 
	 	 	 	 
	$60,000,000	 	SVENSKA HANDELSBANKEN AB

	 
	 	 	 	 
	
 
	 	By:
	 	/s/ H.N. Bacon
	
 
	 	 
	 	 
	
 
	 	Name:

Title:
	 	H.N. Bacon

Senior Vice President
	 
	 	 	 	 
	
 
	 	By:
	 	/s/ Niclas Fjalltoft
	
 
	 	 
	 	 
	
 
	 	Name:

Title:
	 	Niclas Fjalltoft

Vice President






875 Third Avenue – 4th Floor



New York, New York 10022-7218



Fax: (212) 326-5151



Attention: H.N. Bacon



14



	 	 	 	 	 
	$45,000,000

	 	BANK OF MONTREAL
	 	

	 
	 	 	 	 
	
 
	 	By: /s/ Linda C. Haven
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Linda C. Haven

Managing Director







	 	111	 	West Monroe Street






Chicago, Illinois 60603


Fax: (312) 765-8201




Attention: Gary Shafer



15



	 	 	 	 	 
	$25,000,000	 	US BANK NATIONAL ASSOCIATION

	 
	 	 	 	 
	
 
	 	By:
	 	James N. DeVries
	
 
	 	 
	 	 
	
 
	 	Name:

Title:
	 	James N. DeVries

Senior Vice President






U.S. Bank — Corporate Banking Chicago



209 South LaSalle Street, Suite 410



Chicago, IL 60604



Fax: 312-325-8750



Attention: James DeVries




16