UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) of THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 13, 2008

INTERCONTINENTALEXCHANGE, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-32671		58-2555670
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification Number)

2100 RiverEdge Parkway, Suite 500, Atlanta, Georgia 30328
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (770) 857-4700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.03.		CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

On June 13, 2008, IntercontinentalExchange, Inc. (“ICE”) entered into the Second Amendment (the “Amendment”) to the Credit Agreement (the “Agreement”) by and between ICE and Wachovia Bank, National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent, and the lenders named therein. The Amendment permits ICE to enter into a new 364-day $150 million credit facility in connection with its establishment of a European-based clearing house, to use the Agreement for the issuance of letters of credit, to incur additional unsecured subsidiary indebtedness of up to $5 million, to issue debt up to $400 million in addition to the new 364-day credit facility referenced above, to guaranty a proposed overdraft clearing line of credit relating to ICE Clear Europe up to a maximum of $200 million, and, provided that ICE’s total leverage ratio on a pro forma basis is less than 1.5 to 1.0, to have more flexibility in connection with investments, acquisitions and stock repurchases

None of the terms for financing or amount of funds available to ICE were altered or revised. The foregoing descriptions of the Agreement and Amendment do not purport to be complete and are qualified in their entirety by reference to Exhibit 10.1 to ICE’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 12, 2007 with respect to the Agreement, Exhibit 10.1 to ICE’s Current Report on Form 8-K filed with the SEC on August 30, 2007 with respect to the First Amendment to the Agreement and to Exhibit 10.1 to this Current Report on Form 8-K with respect to the Amendment.

Item 9.01.		Financial Statements and Exhibits.

(d) Exhibit

     The following exhibit is filed as part of this Current Report on Form 8-K:

	10.1			Second Amendment to Credit Agreement among IntercontinentalExchange, Inc. and Wachovia Bank, National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent, and the lenders named therein dated as of June 13, 2008.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.