Exhibit 10.1
E XECUTION C OPY
AMENDMENT NO. 1
TO
SERVICES AGREEMENT
This AMENDMENT NO. 1, dated as of
July 18, 2008 (this “ Amendment ”), to the
Services Agreement, dated as of April 6, 2006 (the “
Agreement ”), is between Chicago Mercantile Exchange
Inc., a Delaware corporation (“ CME ”), and New
York Mercantile Exchange, Inc., a Delaware corporation (“
NYMEX ”).
RECITALS
WHEREAS, CME and NYMEX desire to
amend and supplement certain terms of the Agreement as described in
this Amendment; and
WHEREAS, all capitalized terms not
defined in this Amendment shall have the meaning ascribed to such
terms in the Agreement.
NOW, THEREFORE, in consideration of
the premises, and of the representations, warranties, covenants and
agreements contained herein and in the Agreement, the Parties agree
as follows:
1. Amendment to
Section 2 . Section 2 of the Agreement is hereby
amended to read in its entirety as follows:
“This
Agreement shall commence on the Effective Date and, unless sooner
terminated in accordance with Article 13 below, shall terminate on
the 10 th anniversary of Launch Date 1,
provided , however , that if CME elects in writing at
least twelve (12) months prior to said 10
th
anniversary, the
term shall be extended for an additional two years and the
Agreement shall terminate on the 12th anniversary of Launch Date 1.
Upon expiration of the initial term, this Agreement shall
automatically renew for successive three-year renewal terms unless
either (i) NYMEX notifies CME in writing at least twelve
(12) months prior to the beginning of the applicable renewal
term of its decision not to renew or (ii) CME notifies NYMEX
in writing at least eighteen (18) months prior to the
beginning of the applicable renewal term of its decision not to
renew. The initial term and the renewal terms, if any, shall
collectively be referred to herein as the
‘Term’.”
2. Amendment to
Section 13.5 . The first sentence of Section 13.5 is
hereby amended to read in its entirety as follows:
“During the one-year period
between the sixth and seventh anniversaries
