FIRST AMENDMENT to the CREDIT AGREEMENT

EXECUTION COPY

FIRST AMENDMENT, dated as of October 9, 2009 (the “ Amendment ”), to the CREDIT AGREEMENT, dated as of October 10, 2008 (the “Credit Agreement” ), among CHICAGO MERCANTILE EXCHANGE INC., a Delaware corporation (together with its successors and assigns, the “Company” ) and a wholly owned subsidiary of CME GROUP INC., the Banks, BANK OF MONTREAL, as Administrative Agent (in such capacity, the “ Administrative Agent ”), and JPMORGAN CHASE BANK, N.A., as Collateral Agent (in such capacity, the “ Collateral Agent ”).

W I T N E S S E T H :

WHEREAS, pursuant to the Credit Agreement, the Banks have agreed to extend credit to the Company on the terms set forth in the Credit Agreement;

WHEREAS, the Company has requested that the Banks approve certain amendments to the Credit Agreement; and

WHEREAS, pursuant to such request, the Banks have consented to amend the Credit Agreement pursuant to the terms and conditions contained herein;

1.1 Defined Terms . Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement unless otherwise defined herein or the context otherwise requires.

(a) Article I of the Credit Agreement is hereby amended by adding the following terms in the proper alphabetical order:

“ First Amendment ” means the First Amendment dated as of October 9, 2009 to this Credit Agreement.

“ First Amendment Effective Date ” means October 9, 2009.

(b) The definition of “Revolving Credit Termination Date” in Article I of the Credit Agreement is hereby amended by deleting the phrase “October 9, 2009” and replacing it with the phrase “December 9, 2009”.

2.2 Amendment of Section 2.8 (Upfront Fee; Commitment Fee) . (a) Subsection (b) of Section 2.8 of the Credit Agreement is hereby amended by deleting the phrase “to and including the Revolving Credit Termination Date” and replacing it with the phrase “to and including October 9, 2009”.

(b) Section 2.8 of the Credit Agreement is hereby amended by inserting the following new subsection (c) at the end thereof:

(c) From October 10, 2009 to and including the Revolving Credit Termination Date, the Company agrees to pay to the Administrative Agent for the ratable account of the Banks a commitment fee of 15/100 of 1% per annum (on the basis of a year consisting of 360 days for actual days elapsed) on the daily amount of each 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 after the First Amendment Effective Date, as applicable, and on the Revolving Credit Termination Date, commencing on the first of such dates to occur after the First Amendment Effective Date.

SECTION 3. MISCELLANEOUS.

3.1 Conditions to Effectiveness . This Amendment shall become effective on the date (the “ First Amendment Effective Date ”) on which:

(a)  Amendment . The Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of each of the Company and each of the Banks.

(b)  Acknowledgment and Confirmation . The Administrative Agent shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit A hereto, executed and delivered by an authorized officer of the Company, for itself and as Member Attorney-in-Fact on behalf of each grantor named therein, and the New York Mercantile Exchange, Inc., as Member Attorney-in-Fact on behalf of each grantor named therein.

(c)  Payment of Fees, Expenses . The Company shall have paid all fees and expenses as required pursuant to subsection 3.6 of this Amendment.

3.2 Representation and Warranties . After giving effect to the amendments contained herein, on the First Amendment Effective Date the Company hereby confirms that the representations and warranties set forth in Article VI of the Credit Agreement are true and correct in all material respects (except to the extent such representations and warranties specifically refer to an earlier date); provided that each reference in such Article VI to “this Agreement” shall be deemed to include this Amendment and the Credit Agreement, as amended by this Amendment.

3.3 Continuing Effect; No Other Waivers or Amendments . This Amendment shall not constitute an amendment or waiver of or consent to any provision of the Credit Agreement and the other Loan Documents not expressly referred to herein and shall not be construed as an amendment, waiver or consent to any action on the part of the Company that would require an amendment, waiver or consent of the Administrat