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Confidential Treatment
Requested by CBOT Holdings, Inc.
Exhibit 10.2
EXECUTION
AMENDMENT NO. 1
TO THE
AMENDED AND RESTATED
SOFTWARE LICENSE AGREEMENT
This Amendment No. 1 to the Amended and Restated Software
License Agreement (this " Amendment "), by and between Atos
Euronext Market Solutions Limited, a company incorporated in
England and Wales (" AEMS ") and Board of Trade of the City
of Chicago, Inc., a Delaware corporation (the " CBOT "), is
dated as of December 15, 2005 (the " Amendment Effective
Date ").
Recitals
A. LIFFE Administration and Management, a company incorporated
in England and Wales (" LIFFE ") and the CBOT entered into
that certain Amended and Restated Software License Agreement dated
as of August 3, 2004 (the " SLA "). Capitalized terms
used herein but not otherwise defined herein shall have the
meanings ascribed to them in the SLA.
B. Subsequent to the execution of the SLA, LIFFE, AEMS and the
CBOT entered into that certain SLA Release and Novation Agreement
dated as of July 22, 2005 (the " SLA Novation "),
pursuant to which (i) LIFFE assigned to AEMS all of
LIFFE’s rights, title and interest in and to the SLA, and all
of LIFFE’s obligations and liabilities under the SLA (
excluding any such right, title, interest, obligations or
liabilities arising under First Amended SLA Section 3.2.2 and
Part 3 of Schedule I of the First Amended SLA), and
(ii) the CBOT fully discharged LIFFE from the performance of
all of LIFFE’s duties and obligations under the SLA (
excluding any such right, title, interest, obligations or
liabilities arising under First Amended SLA Section 3.2.2 and
Part 3 of Schedule I of the First Amended SLA) and
substituted AEMS as the CBOT’s counterparty to the SLA.
C. Subsequent to the execution of the SLA and the SLA Novation,
the CBOT requested that AEMS (a) permit the CBOT to utilize
the Trading System to host electronic trading of certain
derivatives products listed by (i) a division of the Singapore
Exchange Derivatives Trading Limited (" SGX-DT ") or
(ii) the as yet unnamed joint venture between the CBOT and
SGX-DT (" CBOT/SGX-DT Joint Venture "), and (b) provide
to the CBOT various services in relation to such hosting.
D. Section 23 of the SLA provides that the SLA may be
amended only by an instrument in writing signed on behalf of each
of the Parties thereof.
E. AEMS and the CBOT desire to amend the SLA as set forth
below.
Agreements
In consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. Amendment to Recital F . Recital F of the SLA
is hereby amended and restated in its entirety as follows:
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F. Subsequent to the execution of the agreements described
above, the CBOT requested that LIFFE and/or AEMS (as defined below)
(i) permit the CBOT to utilize the Trading System to host
electronic trading of certain derivatives products listed by one or
more of the Minneapolis Grain Exchange, The Board of Trade of
Kansas City,
CONFIDENTIAL INFORMATION
REDACTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
OMITTED PORTIONS INDICATED BY [**].
Confidential Treatment
Requested by CBOT Holdings, Inc.
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Missouri, Inc. and Winnipeg Commodity Exchange
Inc., a wholly owned subsidiary of WCE Holdings Inc., and, more
recently, a division of the Singapore Exchange Derivatives Trading
Limited (" SGX-DT ") or the as yet unnamed joint venture
between the CBOT and SGX-DT (" CBOT/SGX-DT Joint Venture ")
(each, a " Hosted Exchange " and, collectively, the "
Hosted Exchanges "); and (ii) provide to the CBOT
various services in relation to such hosting (the " Hosting
Arrangement ").
2. Amendments to Section 1 . Section 1
of the SLA is hereby amended to include the following
definitions:
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" AEMS " shall mean Atos Euronext Market Solutions
Limited, a company incorporated in England and Wales. Pursuant to
the terms of that certain SLA Release and Novation Agreement dated
as of July 22, 2005, by and between LIFFE, AEMS and the CBOT,
(i) LIFFE assigned to AEMS all of LIFFE’s right, title
and interest in and to this Agreement, and all of LIFFE’s
obligations and liabilities under this Agreement ( excluding
any such right, title, interest, obligations or liabilities arising
under First Amended SLA Section 3.2.2 and Part 3 of
Schedule I of the First Amended SLA), and (ii) the CBOT
fully discharged LIFFE from the performance of all of LIFFE’s
duties and obligations under this Agreement ( excluding any
such right, title, interest, obligations or liabilities arising
under First Amended SLA Section 3.2.2 and Part 3 of
Schedule I of the First Amended SLA) and substituted AEMS as
the CBOT’s counterparty to this Agreement.
" CBOT/SGX-DT Joint Venture " shall have the meaning set
forth in Recital F above.
" SGX-DT " shall have the meaning set forth in Recital F
above.
The following definition from Section 1 of the SLA is
hereby amended and restated in its entirety as follows:
3. Amendment to Section 6 . Section 6 of
the SLA is hereby amended to include the following
Section 6.8:
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6.8 SGX-DT and CBOT/SGX-DT Joint Venture .
Notwithstanding any provision of this Agreement to the contrary, at
no time shall the CBOT simultaneously host, using the Licensed
Technology, the electronic trading of any derivative products of
the SGX-DT and CBOT/SGX-DT Joint Venture. In the event the CBOT
elects to host electronic trading of SGX-DT, such exchange shall be
the sole Singapore-based Hosted Exchange until such time as the
CBOT delivers to AEMS written notice that CBOT/SGX-DT Joint Venture
shall replace SGX-DT as a Hosted Exchange.
4. Amendment to Section 30 . Section 30
of the SLA is hereby amended and restated in its entirety as
follows:
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Except as otherwise expressly provided herein,
all notices, certifications, requests, demands, payments and other
communications hereunder: (a) shall be in
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CONFIDENTIAL INFORMATION REDACTED AND FILED
SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
OMITTED PORTIONS INDICATED BY [**].
Confidential Treatment
Requested by CBOT Holdings, Inc.
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writing; (b) may be delivered by certified
or registered mail, postage prepaid; by hand; by facsimile; or by
any internationally recognized private courier; (c) shall be
effective (i) if mailed, on the date ten (10) days after
the date of mailing or (ii) if hand delivered, faxed, or
delivered by private courier, on the date of delivery; and
(d) shall be addressed as follows:
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