INTERCONTINENTALEXCHANGE GROUP, INC., as Issuer, INTERCONTINENTALEXCHANGE, INC., and Baseball Merger Sub, LLC, Each a Guarantor, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Senior Debt Indenture Dated as of October 8, 2013Senior Debt Indenture • October 8th, 2013 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • New York
AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • February 8th, 2012 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • Georgia
THIS AIRCRAFT TIME SHARING AGREEMENT (the “Agreement”), is made and entered into this 6th day of February, 2012, by and between INTERCONTINENTALEXCHANGE, INC., a Delaware corporation (the “Operator” or the “Company”), and Jeffrey C. Sprecher (the “Passenger”).
INTERCONTINENTALEXCHANGE, INC. EMPLOYMENT AGREEMENT FOR THOMAS W. FARLEYEmployment Agreement • February 6th, 2013 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • New York
This is an Employment Agreement entered into between IntercontinentalExchange, Inc., a Delaware corporation, or “ICE”, and Thomas W. Farley, or “Executive”, the terms and conditions of which are as follows:
DEED OF NOVATION ----------------------Deed of Novation • October 14th, 2005 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services
INTERCONTINENTALEXCHANGE, INC. EMPLOYMENT AGREEMENT FOR JEFFREY C. SPRECHEREmployment Agreement • October 25th, 2005 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • Georgia
This is an Employment Agreement entered into between IntercontinentalExchange, Inc., a Delaware corporation, or “INTCX”, and Jeffrey C. Sprecher, or “Executive”, the terms and conditions of which are as follows:
INTERCONTINENTALEXCHANGE, INC. EMPLOYMENT AGREEMENT FOR JEFFREY C. SPRECHEREmployment Agreement • February 24th, 2012 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • Georgia
This is an Employment Agreement entered into between IntercontinentalExchange, Inc., a Delaware corporation, or “ICE”, and Jeffrey C. Sprecher, or “Executive”, the terms and conditions of which are as follows:
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 30th, 2010 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • New York
THIS CREDIT AGREEMENT, dated as of the 31st day of March, 2010, is made among INTERCONTINENTALEXCHANGE, INC., a Delaware corporation (the “Borrower”), the Lenders (as hereinafter defined), WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Wachovia Bank, National Association), as Administrative Agent (as hereinafter defined) for the Lenders, and BANK OF AMERICA, N.A., as Syndication Agent (as hereinafter defined) for the Lenders (“BofA”).
AGREEMENT and PLAN OF MERGER by and among NYSE EURONEXT, INTERCONTINENTALEXCHANGE, INC. and BASEBALL MERGER SUB, LLC Dated as of December 20, 2012Merger Agreement • December 21st, 2012 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 20, 2012, is by and among NYSE EURONEXT, a Delaware corporation (“Yankees”), INTERCONTINENTALEXCHANGE, INC., a Delaware corporation (“Braves”), and Baseball Merger Sub, LLC, a Delaware limited liability company and a newly formed, wholly owned subsidiary of Braves (“Merger Sub”). Yankees, Braves, and Merger Sub are referred to herein collectively as the “Parties” and individually as a “Party”.
GUARANTYGuaranty • November 13th, 2013 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • New York
THIS GUARANTY, dated as of the 13th day of November, 2013 (this “Guaranty”), is made by IntercontinentalExchange, Inc., a Delaware corporation (the “Guarantor”) and a wholly owned subsidiary of IntercontinentalExchange Group, Inc. (“New ICE Parent”), in favor of the Guaranteed Parties (as hereinafter defined). Capitalized terms used herein without definition shall have the meanings given to them in the Indenture referred to below.
CREDIT AGREEMENT among INTERCONTINENTALEXCHANGE, INC., as Borrower, THE LENDERS NAMED HEREIN, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and Swingline Lender BANK OF AMERICA, N.A., as Syndication Agent, and THE BANK...Credit Agreement • April 14th, 2009 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • New York
THIS CREDIT AGREEMENT, dated as of the 9th day of April, 2009, is made among INTERCONTINENTALEXCHANGE, INC., a Delaware corporation (the “Borrower”), the Lenders (as hereinafter defined), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (as hereinafter defined) for the Lenders (“Wachovia”), and BANK OF AMERICA, N.A., as Syndication Agent for the Lenders (“BofA”).
CREDIT AGREEMENT among INTERCONTINENTALEXCHANGE, INC., as Borrower, THE LENDERS NAMED HEREIN, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New...Credit Agreement • July 3rd, 2008 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • New York
THIS CREDIT AGREEMENT, dated as of the 27th day of June, 2008, is made among INTERCONTINENTALEXCHANGE, INC., a Delaware corporation (the “Borrower”), the Lenders (as hereinafter defined), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (“Wachovia”), and BANK OF AMERICA, N.A., as Syndication Agent for the Lenders (“BofA”).
ContractAcquisition Agreement • December 20th, 2012 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services
Creating the Premier Global Market Operator IntercontinentalExchange Agreement to Acquire NYSE Euronext DECEMBER 20, 2012 Exhibit 99.1
AGREEMENT AND PLAN OF MERGER by and between INTERCONTINENTALEXCHANGE INC., BOARD OF TRADE OF THE CITY OF NEW YORK, INC. and CFC ACQUISITION CO. Dated as of September 14, 2006Merger Agreement • November 16th, 2006 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 14, 2006, is by and among IntercontinentalExchange, Inc., a Delaware corporation (“ICE”), CFC Acquisition Co., a Delaware corporation (“Merger Sub“) and Board of Trade of the City of New York, Inc., a New York not-for-profit corporation (“NYBOT”).
AGREEMENT and PLAN OF MERGER by and among NYSE EURONEXT THE NASDAQ OMX GROUP, INC. INTERCONTINENTALEXCHANGE, INC. and [MERGER SUB] Dated as of [ ], 2011Merger Agreement • April 19th, 2011 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of [ ], 2011, is by and among NYSE Euronext, a Delaware corporation (“NYSE Euronext”), The NASDAQ OMX Group, Inc., a Delaware corporation (“NASDAQ OMX”), IntercontinentalExchange, Inc., a Delaware corporation (“ICE”, and together with NASDAQ OMX, the “Parents”), and [MERGER SUB], a newly-formed Delaware corporation all of the capital stock of which is owned by NASDAQ OMX and ICE (“Merger Sub”). NYSE Euronext, NASDAQ OMX, ICE and Merger Sub are referred to collectively herein as the “Parties” and each individually as a “Party”.
DATED 28th November 1991 B E T W E E N:- ST KATHARINE BY THE TOWER LIMITED (1) -and- INTERNATIONAL PETROLEUM EXCHANGE OF LONDON LIMITED (2) RESIDENT MEMBER’S AGREEMENT Relating to Part of Quay Level International House MESSRS KEENE MARSLAND DRAGOON...Resident Member’s Agreement • June 6th, 2005 • Intercontinentalexchange Inc • Services-business services, nec
Certain information in this agreement has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
AMENDMENT & RESTATEMENT AGREEMENTAmendment & Restatement Agreement • October 14th, 2005 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services
Certain information in this agreement has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Dated: October 2003 THE INTERNATIONAL PETROLEUM EXCHANGE OF LONDON LIMITED and THE LONDON CLEARING HOUSE LIMITED Clearing Services AgreementClearing Services Agreement • October 14th, 2005 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services
Certain information in this agreement has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
CREDIT AGREEMENT among INTERCONTINENTALEXCHANGE, INC., and ICE US TRUST LLC as Borrowers, THE LENDERS NAMED HEREIN, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and THE BANK OF...Credit Agreement • April 14th, 2009 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services
THIS CREDIT AGREEMENT, dated as of the 9th day of April, 2009, is made among INTERCONTINENTALEXCHANGE, INC., a Delaware corporation (the “Parent”), ICE US TRUST LLC, a limited purpose New York trust and indirect Subsidiary of Parent (“ICE Trust”, and together with the Parent the “Borrowers”, and each a “Borrower”), the Lenders (as hereinafter defined), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (as hereinafter defined) for the Lenders (“Wachovia”), and BANK OF AMERICA, N.A., as Syndication Agent for the Lenders (“BofA”).
TRS – APPLICATION SERVICES AGREEMENTApplication Services Agreement • October 14th, 2005 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • England and Wales
Certain information in this agreement has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
CHATHAM ENERGY, LLC By: /s/ David Goone Name: David Goone Title: Manager YELLOWJACKET, INC. By: /s/ Scott A. Hill Name: Scott A. Hill Title: Vice President & Treasurer CREDITEX HOLDCO, LLC By: /s/ Scott A. Hill Name: Scott A. Hill Title: Manager ICE...Credit Agreement • April 2nd, 2010 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • New York
LEASE AMENDMENT SEVEN CMD 177A (2/03) (Extension and Expansion/Co-Terminous)Lease Amendment • May 17th, 2006 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services
LEASE AMENDMENT NINE (Expansion/Co-Terminous)Lease Amendment • February 11th, 2009 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services
THIS LEASE AMENDMENT NINE (“Amendment”) is made as of the 21st day of February, 2007, between CMD Realty Investment Fund IV, L.P. (“Landlord”), an Illinois limited partnership, and IntercontinentalExchange, Inc. (“Tenant”), a Delaware corporation.
First Amendment to Contribution and Asset Transfer Agreement Dated as of May 17, 2000 by and among IntercontinentalExchange, LLC, Continental Power Exchange, Inc. and Jeffrey C. SprecherContribution and Asset Transfer Agreement • October 25th, 2005 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • New York
This First Amendment to Contribution and Asset Transfer Agreement (this “Amendment”) is entered into as of May 17, 2000 and is by and among IntercontinentalExchange LLC, a Delaware limited liability company (“ICEX”), Continental Power Exchange, Inc., a Delaware corporation (“CPEX”) and Jeffrey C. Sprecher (“Sprecher”).
ICE CLEAR EUROPE LIMITED AND LIFFE ADMINISTRATION AND MANAGEMENT CLEARING AND FINANCIAL INTERMEDIARY SERVICES AGREEMENTClearing and Financial Intermediary Services Agreement • February 6th, 2013 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services
[****] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 30th, 2007 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of the 24th day of August, 2007 (this “Amendment”), is entered into among IntercontinentalExchange, Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined in the hereinafter defined 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”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 19th, 2008 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of the 13th day of June, 2008 (this “Amendment”), is entered into among IntercontinentalExchange, Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined in the hereinafter defined 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”).
IntercontinentalExchange, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • November 8th, 2005 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • New York
, 2005 Morgan Stanley & Co. Incorporated Goldman, Sachs & Co. As representatives of the several Underwriters named in Schedule I hereto (the “Representatives”), c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 and Goldman, Sachs & Co. 85 Broad Street New York, New York 10004
FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • October 1st, 2013 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • New York
REGISTRATION RIGHTS AGREEMENT DATED AS OF [Insert IPO EFFECTIVENESS DATE], 2005 BY AND AMONG INTERCONTINENTALEXCHANGE, INC. AND THE PARTIES LISTED IN ANNEX A HERETORegistration Rights Agreement • October 25th, 2005 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • New York
This Registration Rights Agreement (the “Agreement”) is dated as of [Insert IPO Effectiveness Date], 2005 by and among IntercontinentalExchange, Inc., a Delaware corporation (the “Company”), and those parties listed in Annex A hereto (the “Stockholders”).
ICE AND CBOE ENTER EXCLUSIVE AGREEMENT REGARDING CBOE EXERCISE RIGHTS AS PART OF ICE’S PROPOSED MERGER WITH CBOT; AGREE IN PRINCIPLE ON COMMERCIAL PARTNERSHIPMerger Agreement • June 5th, 2007 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services
Atlanta, GA (May 30, 2007) — IntercontinentalExchange, Inc. (NYSE: ICE) and the Chicago Board Options Exchange (CBOE) today announced that they have entered into an exclusive agreement that, in the context of a merger of ICE and CBOT Holdings, resolves the issues relating to the CBOE exercise rights, and in other respects supports the business objectives of ICE and CBOE . Under the agreement:
LEASE AMENDMENT SIX (Short Extension of Term for Suite 850)Lease Amendment • October 14th, 2005 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services
THIS LEASE AMENDMENT SIX (“Amendment”) is made and entered into as of the 12th day of October, 2005, by and between CMD Realty Investment Fund IV, L.P., an Illinois limited partnership (“Landlord”) and IntercontinentalExchange, Inc., a Delaware corporation (“Tenant”).
Commercial in Confidence BETWEEN: WHEREAS:Service Agreement • February 11th, 2009 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • England and Wales
The Customer has requested that the Supplier provide the Services (as hereinafter defined) to the Customer on the terms and conditions set out below.
SETTLEMENT AGREEMENTSettlement Agreement • October 14th, 2005 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • New York
THIS SETTLEMENT AGREEMENT (the “Settlement Agreement”) is made and entered into as of this 1st day of September, 2005 (the “Effective Date”), by and between EBS Group Limited (“EBS”), a United Kingdom company having its principal place of business at 10 Paternoster Square, London EC4M 7DY, United Kingdom, on behalf of itself and all of its Affiliates (defined below), including, without limitation, EBS Dealing Resources, Inc. (“EBS Dealing”), and IntercontinentalExchange, Inc. (“ICE”), a Delaware company having its principal place of business at 2100 RiverEdge Parkway, Suite 500, Atlanta, Georgia 30328, on behalf of itself and all of its Affiliates, including, without limitation, International Petroleum Exchange, Inc. (“IPE”), a United Kingdom company having its principal place of business at International House, 1 St. Katharine’s Way, London E1W 1UY, United Kingdom. EBS and ICE shall be collectively referred to hereinafter as “the Parties.”
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 14th, 2005 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • Georgia
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of the 9th day of June, 2005 by and between INTERCONTINENTALEXCHANGE, INC., a corporation organized under the laws of Delaware (the “Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (the “Lender”).
FIRST AMENDMENT TO MERGER AGREEMENTMerger Agreement • October 31st, 2006 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services
THIS FIRST AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is made and entered into as of October 30, 2006, by and among IntercontinentalExchange, Inc. (“ICE”), Board of Trade of the City of New York, Inc. (“NYBOT”) and CFC Acquisition Co. (“Merger Sub”).
