Exhibit 10.1


 


FIRST AMENDMENT TO CREDIT AGREEMENT


This FIRST AMENDMENT
TO CREDIT AGREEMENT (this “First Amendment”), dated as of May 15, 2015, is entered into by and among INTERCONTINENTAL
EXCHANGE INC. (formerly INTERCONTINENTALEXCHANGE GROUP, INC.), a Delaware corporation (the “Parent Borrower”),
ICE EUROPE PARENT LIMITED, a limited company incorporated under the laws of England and Wales (the “Subsidiary
Borrower”, and together with the Parent Borrower, the “Borrowers”), the Lenders (as hereinafter defined),
and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.


RECITALS


A.The Borrowers,
the several lenders from time to time party thereto (the “Lenders”), and the Administrative Agent are party
to the Credit Agreement, dated as of April 3, 2014 (as amended, supplemented, restated or otherwise modified prior to the date
hereof, the “Credit Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Credit Agreement as amended by this First Amendment.


B.The Parent
Borrower has requested that the Required Lenders amend the Credit Agreement on the terms and conditions set forth herein.


STATEMENT OF AGREEMENT


NOW, THEREFORE,
in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


ARTICLE
I 


Amendments
to CREDIT AGREEMENT


1.1             
Amendments to the Credit Agreement. Effective upon the First Amendment Effective Date (as hereinafter defined):


(a)               
 the definition of “Change of Control” in Section 1.1 of the Credit Agreement is hereby amended and
restated in full to read as follows:



    	 



    	 



    




““Change of Control”
means an event or series of events by which any “person” or “group” (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries,
and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or
indirectly, of 35% or more of the equity securities of the Parent Borrower entitled to vote for members of the board of directors
or equivalent governing body of the Parent Borrower on a fully-diluted basis.”


		(b)	the definition of “Continuing Directors” in Section 1.1 of the Credit Agreement is hereby deleted in its
entirety.



ARTICLE
II 


conditions
OF EFFECTIVENESS


2.1             
The amendments set forth in Sections 1.1 shall become effective as of the date (the “First Amendment
Effective Date”) when, and only when, the Administrative Agent shall have received an executed counterpart of this First
Amendment from the Borrowers and the Required Lenders.


ARTICLE
III 


REPRESENTATIONS
AND WARRANTIES


Each
of the Borrowers hereby represents and warrants, on and as of the First Amendment Effective Date, that this First Amendment has
been duly authorized, executed and delivered by such Borrower and constitutes the legal, valid and binding obligation of such Borrower
enforceable against it in accordance with its terms subject, in the case of the Subsidiary Borrower, to Legal Reservations and
except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’
rights generally, by general equitable principles or by principles of good faith and fair dealing (regardless of whether enforcement
is sought in equity or at law).


ARTICLE
IV 


ACKNOWLEDGEMENT
AND conFIRMATION


Each party to this
First Amendment hereby confirms and agrees that, after giving effect to this First Amendment and the amendments contemplated hereby,
and except as expressly modified hereby, the Credit Agreement and the other Credit Documents to which it is a party remain in
full force and effect and enforceable against such party in accordance with their respective terms and shall not be discharged,
diminished, limited or otherwise affected in any respect.



    	 



    	 



    




ARTICLE
V 


MISCELLANEOUS


5.1             
Governing Law. This First Amendment shall be governed by and construed and enforced in accordance with the laws of
the State of New York (including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice
of law and conflicts of law rules).


5.2             
Credit Document. As used in the Credit Agreement, “hereinafter,” “hereto,” “hereof,”
and words of similar import shall, unless the context otherwise requires, mean the Credit Agreement after amendment by this First
Amendment. Any reference to the Credit Agreement or any of the other Credit Documents herein or in any such documents shall refer
to the Credit Agreement and the other Credit Documents as amended hereby. This First Amendment is limited to the matters expressly
set forth herein, and shall not constitute or be deemed to constitute an amendment, modification or waiver of any provision of
the Credit Agreement except as expressly set forth herein. This First Amendment shall constitute a Credit Document under the terms
of the Credit Agreement.


5.3             
Expenses. The Credit Parties shall pay all reasonable and documented fees and expenses of counsel to the Administrative
Agent in connection with the preparation, negotiation, execution and delivery of this First Amendment.


5.4             
Severability. To the extent any provision of this First Amendment is prohibited by or invalid under the applicable
law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in any
such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of
this First Amendment in any jurisdiction.


5.5             
Successors and Assigns. This First Amendment shall be binding upon, inure to the benefit of and be enforceable by
the respective successors and permitted assigns of the parties hereto.


5.6             
Construction. The headings of the various sections and subsections of this First Amendment have been inserted for
convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof.


5.7             
Counterparts; Integration. This First Amendment may be executed and delivered via facsimile or electronic
mail with the same force and effect as if an original were executed and may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures hereto were upon the same instrument. This First Amendment constitutes
the entire contract among the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements
and understandings, oral or written, relating to the subject matter hereof.


[remainder of page
intentionally left blank]




    	 



    	 



    

 


 


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


 


	 	INTERCONTINENTAL EXCHANGE INC.
	 	 	 
	 	By:	/s/ Scott A. Hill
	 	Name:	Scott A. Hill
	 	Title: 	Senior Vice President and
	 	 	Chief Financial Officer
	 	 	 
	 	ICE EUROPE PARENT LIMITED
	 	 	 
	 	By:	/s/ Scott A. Hill
	 	Name:	Scott A. Hill
	 	Title:	Director
	 	 	 
	 	By:	/s/ Johnathan H. Short
	 	Name:	Johnathan H. Short
	 	Title:	Director


 


SIGNATURE PAGE TO


FIRST AMENDMENT TO CREDIT AGREEMENT


 




    	 



    	 



    

 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as the Administrative Agent, the Multi-Currency Agent, an Issuing Bank, the Swingline Lender and a Lender
	 	 	 
	 	By:	/s/ Tracy L. Moosbrugger
	 	Name:	Tracy L. Moosbrugger
	 	Title:	Managing Director
	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender
	 	 	 
	 	By:	/s/ Thomas M. Paulk
	 	Name:	Thomas M. Paulk
	 	Title:	Senior Vice President
	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
	 	 	 
	 	By:	/s/ Oscar Cortez
	 	Name:	Oscar Cortez
	 	Title:	Vice President
	 	 	 
	 	BANK OF CHINA, NEW YORK BRANCH, as a Lender
	 	 	 
	 	By:	/s/ Chen Xu
	 	Name:	Chen Xu
	 	Title:	President & CEO, USA
	 	 	 
	 	BANK OF MONTREAL (CHICAGO BRANCH), as a Lender
	 	 	 
	 	By:	/s/ Adam Tarr
	 	Name:	Adam Tarr
	 	Title:	Vice President




 




    	 



    	 



    

 


 


	 	BANK OF MONTREAL (LONDON BRANCH), as a Lender
	 	 	 
	 	By:	/s/ A. Leboon
	 	Name:	A. Leboon
	 	Title:	Managing Director
	 	 	 
	 	By:	/s/ Lisa Rodriguez
	 	Name:	Lisa Rodriguez
	 	Title:	Managing Director
	 	 	 
	 	COMPASS BANK, as a Lender
	 	 	 
	 	By:	/s/ Stephen H. Lee
	 	Name:	Stephen H. Lee
	 	Title:	Senior Vice President
	 	 	 
	 	FIFTH THIRD BANK, as a Lender
	 	 	 
	 	By:	/s/ Kenneth W. Deere
	 	Name:	Kenneth W. Deere
	 	Title:	Senior Vice President
	 	 	 
	 	REGIONS BANK, as a Lender
	 	 	 
	 	By:	/s/ Stephen A. Brothers
	 	Name:	Stephen A. Brothers
	 	Title:	Senior Vice President
	 	 	 
	 	SUNTRUST BANK, as a Lender
	 	 	 
	 	By:	/s/ David A. Ernst
	 	Name:	David A. Ernst
	 	Title:	Vice President


 




    	 



    	 



    

 


	 	JPMORGAN CHASE BANK, N.A., as a Lender
	 	 	 
	 	By:	/s/ Leo Lai
	 	Name:	Leo Lai
	 	Title:	Executive Director
	 	 	 
	 	MORGAN STANLEY BANK, N.A., as a Lender
	 	 	 
	 	By:	/s/ Scott Taylor
	 	Name:	Scott Taylor
	 	Title:	Authorized Signatory
	 	 	 
	 	SOCIETE GENERALE, as a Lender
	 	 	 
	 	By:	/s/ Paul Dalle-Molle
	 	Name:	Paul Dalle-Molle
	 	Title:	Managing Director
	 	 	 
	 	US BANK NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By:	/s/ Charles Howes
	 	Name:	Charles Howes
	 	Title:	Vice President
	 	 	 
	 	GOLDMAN SACHS BANK USA, as a Lender
	 	 	 
	 	By:	/s/ Jamie Minieri
	 	Name:	Jamie Minieri
	 	Title:	Authorized Signatory