THIS AMENDMENT AND RESTATEMENT AGREEMENT (this “ Agreement ”), dated as of April 9, 2009, is made among
INTERCONTINENTALEXCHANGE, INC ., a Delaware corporation (the “ Borrower ”), the Subsidiary Guarantors party hereto,
the Lenders (each as defined in the hereinafter defined Existing Credit Agreement) party hereto, WACHOVIA BANK,
NATIONAL ASSOCIATION , as administrative agent for the Lenders (“ Wachovia ”), and BANK OF AMERICA, N.A. , as
syndication agent for the Lenders (“ BofA ”), under the Existing Credit Agreement referred to below.
WHEREAS , the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, BofA, as syndication agent,
and Wachovia, as administrative agent, entered into the Credit Agreement, dated as of January 12, 2007 (as amended by the
First Amendment to Credit Agreement dated as of August 24, 2007 and the Second Amendment to Credit Agreement dated as
of June 13, 2008, the “ Existing Credit Agreement ”), pursuant to which the Lenders made certain loans and other extensions of
credit to the Borrower.
WHEREAS , the Credit Parties have requested, and the Administrative Agent and the Required Lenders have agreed,
upon the terms and subject to the conditions set forth herein, that the Existing Credit Agreement be amended and restated as
NOW, THEREFORE , the Credit Parties, the Administrative Agent and the Required Lenders hereby agree as follows:
Section 1. Amendment and Restatement of the Existing Credit Agreement; Loans .
(a) Effective as of the Restatement Effective Date, concurrently with the consummation of the transactions described in
Section 2 hereof, the Existing Credit Agreement is hereby amended and restated to read in its entirety as set forth in Exhibit A
hereto (the “ Restated Credit Agreement ”, with capitalized terms used but not otherwise defined herein or assigned a meaning
herein having the meanings assigned to such terms in the Restated Credit Agreement), and as so amended and restated, is
replaced and su