IntercontinentalExchange Announces New $600 Million Credit Facility

On July 12, 2013 (the “Closing Date”), IntercontinentalExchange, Inc. (“ICE”) entered into a new $600 million 364 day revolving senior unsecured credit facility (the “364 Day Facility”) pursuant to a Credit Agreement (the “364 Day Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, and the lenders signatory thereto. The 364 Day Credit Facility includes an option for ICE to propose an increase in the aggregate amount available by $200 million during the term of the 364 Day Credit Facility. A copy of the 364 Day Credit Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference, and the following summary of the 364 Day Credit Facility is qualified in its entirety thereby. ICE previously obtained financing commitments in an amount sufficient to fund the possible prepayment of its senior notes in connection with the mergers relating to its combination with NYSE Euronext, as described in ICE's proxy statement for the mergers which is included in the registration statement on Form S−4 filed by IntercontinentalExchange Group, Inc. (File No. 333-187402). The 364 Day Credit Agreement represents the definitive documentation pursuant to those financing commitments. The 364 Day Facility may be used for ICE's working capital and general corporate purposes, including but not limited to the funding of the possible prepayment of ICE's senior notes. Each loan under the 364 Day Credit Facility will, at the option of ICE bear interest on the principal amount outstanding at either (a) LIBOR plus an applicable margin rate or (b) a “base rate” plus an applicable margin rate. The “base rate” equals the higher of (i) Wells Fargo's prime rate, (ii) the federal funds rate plus 0.50%, or (iii) the one month LIBOR rate plus 1.00%. The applicable margin rate ranges from 1.25% to 2.25% on the LIBOR loans and from 0.25% to 1.25% for the base rate loans based on ICE's total leverage ratio calculated on a trailing twelve-month period. Interest on each outstanding borrowing is payable on the last business day of each calendar quarter with respect to base rate loans and either monthly, bi-monthly or quarterly with respect to LIBOR loans depending upon the interest period selected by ICE. With certain exceptions, ICE may prepay the outstanding loans under the 364 Day Credit Facility, in whole or in part, without premium or penalty. The 364 Day Credit Agreement contains affirmative and negative covenants, including, but not limited to, leverage and interest coverage ratios, as well as limitations or required notices or approvals for acquisitions, dispositions of assets, the incurrence of additional debt or the creation of liens and other fundamental changes to ICE's business, all of which are substantially similar to those in ICE's existing five year revolving credit facility (the “Existing Credit Agreement”). The 364 Day Credit Agreement also contains other customary representations, warranties and covenants that are substantially similar to those in the Existing Credit Agreement. The 364 Day Credit Agreement provides that, to the extent the Existing Credit Agreement is amended, the 364 Day Credit Agreement will be deemed to be amended to conform to the amended provisions in the Existing Credit Agreement, subject to certain exceptions. ICE is currently in compliance with all applicable covenants under the 364 Day Credit Agreement.

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