AMENDMENT NO. 1 TO
364 DAY REVOLVING CREDIT AGREEMENT
This Amendment No. 1 to 364 Day
Revolving Credit Agreement (this “ Amendment
”) dated as of November 17, 2008, is made by and among
CME GROUP INC. , a Delaware corporation (the “
Borrower ”), BANK OF AMERICA, N.A., a national
banking association organized and existing under the laws of the
United States (“ Bank of America ”), in
its capacity as administrative agent for the Lenders (as defined in
the Credit Agreement described below) (in such capacity, the
“ Administrative Agent ”) and each of the
Lenders party hereto. All Lenders party to the Credit Agreement
immediately prior to giving effect to this Amendment and the
assignments made pursuant to the Master Assignment referenced below
(which such Master Assignment shall be effective substantially
simultaneously with this Amendment) shall be referred to herein as
the “ Existing Lenders ”; all Existing
Lenders that are party to this Amendment shall be referred to
herein as the “ Approving Existing Lenders
”; all Existing Lenders that are not party to this Amendment
shall be referred to herein as the “ Non-Approving
Existing Lenders ”; and all Lenders party hereto that
became party to the Credit Agreement substantially simultaneously
with the execution and delivery of this Amendment and the
assignments made pursuant to the Master Assignment referenced below
shall be referred to herein as the “ New
Lenders ”.
W I T N E S S E T
H:
WHEREAS , the Borrower, the
Administrative Agent and the Existing Lenders have entered into
that certain 364 Day Revolving Credit Agreement dated as of
August 22, 2008 (the “ Credit Agreement
”; capitalized terms used in this Amendment not otherwise
defined herein shall have the respective meanings given thereto in
the Credit Agreement), pursuant to which the Existing Lenders have
made available to the Borrower a revolving credit facility; and
WHEREAS , the Borrower has
advised the Administrative Agent and the Existing Lenders that it
desires to amend certain provisions of the Credit Agreement to,
among other things, postpone payment of certain of the continuation
fees described in Section 2.10(b) of the Credit Agreement, as
more particularly set forth below, and the Lenders signatory hereto
are willing to effect such amendments on the terms and conditions
contained in this Amendment;
NOW, THEREFORE , in
consideration of the premises and further valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Amendments to Credit
Agreement . Subject to the terms and conditions set forth
herein, the Credit Agreement is hereby amended as follows:
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(a)
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The following definition of “
Amendment No.1 ” is inserted in Section 1.01 in
the appropriate alphabetical position therein:
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“ Amendment No.1 ”
means that certain Amendment No.1 to 364 Day Revolving Credit
Agreement dated as of November 17, 2008 among the Borrower,
the Administrative Agent and the Lenders party thereto.
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(b)
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The following definition of “
Amendment No.1 Effectiveness Date ” is inserted in
Section 1.01 in the appropriate alphabetical position
therein:
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“ Amendment No.1
Effectiveness Date ” means November 17, 2008.
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(c)
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The following definition of “
Approving Existing Lenders ” is inserted in
Section 1.01 in the appropriate alphabetical position
therein:
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“ Approving Existing
Lenders ” means (i) those Existing Lenders that were
parties to Amendment No. 1, and (ii) any future assignees
of the Revolving Commitments of such Existing Lenders in effect as
of the Amendment No.1 Effectiveness Date (and successive assignees
of such Revolving Commitments), in each case only to the extent of
such Revolving Commitments so assigned to such assignees by such
Existing Lenders.
The following definition of “
Existing Lenders ” is inserted in
Section 1.01 in the appropriate alphabetical position
therein:
“ Existing Lenders
” means Bank of America, N.A., UBS Loan Finance LLC, Bank of
Montreal, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and PNC Bank
National Association.
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(d)
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The following definition of “ Master
Assignment ” is inserted in Section 1.01 in
the appropriate alphabetical position therein:
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“ Master Assignment
” means that certain Master Assignment and Assumption dated
as of November 17, 2008 among Bank of America, N.A., UBS Loan
Finance LLC, Bank of Montreal, The Bank of Tokyo-Mitsubishi UFJ,
Ltd., PNC Bank National Association, Lloyds TSB Bank plc, Barclays
Bank PLC, the Borrower and the Administrative Agent.
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(e)
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The following definition of “ New
Lenders ” is inserted in Section 1.01 in the
appropriate alphabetical position therein:
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“ New Lenders ”
means (i) Lloyds TSB Bank plc and Barclays Bank PLC and
(ii) any future assignees of the Revolving Commitments of such
Lenders in effect as of the Amendment No.1 Effectiveness Date (and
successive assignees of such Revolving Commitments), in each case
only to the extent of such Revolving Commitments so assigned to
such assignees by such Lenders.
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(f)
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The following definition of “
Non-Approving Existing Lenders ” is inserted in
Section 1.01 in the appropriate alphabetical position
therein:
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“ Non-Approving Existing
Lenders ” means (i) those Existing Lenders that were
not party to Amendment No. 1, and (ii) any future
assignees of such Existing Lenders of the Revolving Commitments of
such Existing Lenders in effect as of the Amendment No.1
Effectiveness Date (and successive assignees of such Revolving
Commitments), in each case only to the extent of such Revolving
Commitments so assigned to such assignees by such Existing
Lenders.
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(g)
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Section 2.09(b) of the Credit
Agreement is hereby amended by deleting “(b)” in the
fourth line and inserting “(c)” in lieu thereof.
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(h)
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Section 2.10(b) is deleted in its
entirety and the following Section 2.10(b)(i), (ii),
(iii) and (iv) is inserted in lieu thereof:
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(b)
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(i) The Borrower agrees to pay to the
Administrative Agent for the account of each respective
Non-Approving Existing Lender (i) if on the date that is
ninety (90) days after the Effective Date, all then
outstanding Loans have not been paid in full and the Revolving
Commitments have not been terminated, a continuation fee equal to
0.50% times the amount of the Revolving Commitments of such
Non-Approving Existing Lender on such date, (ii) if on the
date that is one hundred eighty (180) days after the Effective
Date, all then outstanding Loans have not been paid in full and the
Revolving Commitments have not been terminated, a continuation fee
equal to 0.75% times the aggregate amount of the Revolving
Commitments of such Non-Approving Existing Lender on such date and
(iii) if on the date that is two hundred seventy
(270) days after the Effective Date all then outstanding Loans
have not been paid in full and the Revolving Commitments have not
been terminated, a continuation fee equal to 1.00% times the
aggregate amount of the Revolving Commitments of such Non-Approving
Existing Lender on such date.
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(ii) The Borrower agrees to pay
to the Administrative Agent for the account of each respective
Approving Existing Lender (i) if on the date that is ninety
(90) days after the Effective Date, all then outstanding Loans
have not been paid in full and the Revolving Commitments have not
been terminated, a continuation fee equal to 0.25% times the amount
of the Revolving Commitments of such Approving Existing Lender on
such date after giving effect t
