0000950123-05-012539 Sample Contracts

INTERCONTINENTALEXCHANGE, INC. EMPLOYMENT AGREEMENT FOR JEFFREY C. SPRECHER
Employment 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:

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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. Sprecher
Contribution 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”).

REGISTRATION RIGHTS AGREEMENT DATED AS OF [Insert IPO EFFECTIVENESS DATE], 2005 BY AND AMONG INTERCONTINENTALEXCHANGE, INC. AND THE PARTIES LISTED IN ANNEX A HERETO
Registration 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”).

CONTRIBUTION AND ASSET TRANSFER AGREEMENT
Contribution and Asset Transfer Agreement • October 25th, 2005 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • New York

This CONTRIBUTION AND ASSET TRANSFER AGREEMENT (“Agreement”) is made and entered into this 11th day of May, 2000 by and between IntercontinentalExchange, LLC, a Delaware limited liability company (“ICEX”), Continental Power Exchange, Inc., a Delaware corporation (“CPEX”), and Jeffrey C. Sprecher (“Sprecher”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 25th, 2005 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • Georgia

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of the 18th day of October, 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”).

Second Amendment to Contribution and Asset Transfer Agreement Dated as of October 24, 2005 By and among IntercontinentalExchange, Inc. Continental Power Exchange, Inc. and Jeffrey C. Sprecher
Contribution and Asset Transfer Agreement • October 25th, 2005 • Intercontinentalexchange Inc • Security & commodity brokers, dealers, exchanges & services • New York

This Second Amendment to Contribution and Asset Transfer Agreement (this “Amendment”) is entered into as of October 24, 2005 and is by and among IntercontinentalExchange, Inc., a Delaware corporation (“ICEX”), Continental Power Exchange, Inc., a Delaware corporation (“CPEX”) and Jeffrey C. Sprecher (“Sprecher”).

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