Exhibit 10.6
Portions of this exhibit have been
omitted pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. The omissions have been
indicated by asterisks (“*****”), and the omitted text
has been filed separately with the Securities and Exchange
Commission.
EXECUTION VERSION
LICENSE AGREEMENT
AMENDMENT
No. 7
This License Agreement Amendment
No. 7 (the “Amendment No. 7”) executed and
delivered as of April 27, 2009 amends the License Agreement
dated September 20, 2005, as later amended (the
“Agreement”) by and between Standard &
Poor’s Financial Services LLC (“S&P”) and
Chicago Mercantile Exchange Inc. (“CME”).
RECITALS
WHEREAS, S&P and CME are parties
to the Agreement, and now mutually desire to amend certain terms of
the same.
NOW, THEREFORE, in consideration of
the premises and the covenants and conditions contained herein, the
sufficiency of which is hereby acknowledged, the parties, intending
to be legally bound, hereby agree as follows. All capitalized terms
used but not defined in this Amendment No. 7 shall have the
meaning assigned to such terms in the Agreement.
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1.
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Section 1
of the Agreement shall be amended by replacing the following
section in their entirety, with the following:
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(x) “S&P Marks”
shall mean the designations listed in Appendix 2 to this Agreement
including the S&P/CitiGroup Marks, S&P-GSCI Marks and
S&P Total Return Marks.
(y) “S&P Stock
Indices” shall mean the stock indices listed in Appendix 1 to
this Agreement including the S&P/Citigroup Indices, the
S&P-GSCI Indices, (it is noted that these include indices that
are not stock indices) and the S&P Total Return
Indices.
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2.
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Section 1
of the Agreement shall be amended by adding the following after
Section 1 (kk):
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(ll) “S&P Total Return
Indices” shall mean the indices identified in Appendix 1 to
this Agreement as “S&P Total Return
Indices.”
(mm) “S&P Total Return
Marks” shall mean the marks identified in Appendix 2 to this
Agreement as “S&P Total Return Marks.”
Portions of this exhibit have been omitted
pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. The omissions have been
indicated by asterisks (“*****”), and the omitted text
has been filed separately with the Securities and Exchange
Commission.
(nn) “S&P Total Return
Contract” shall mean the Futures Contracts the final
settlement price of which is calculated using one or more values of
an S&P Total Return Index and Option Contracts on such Futures
Contracts.
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3.
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Section 3
shall be amended by adding the following:
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(c) S&P Total Return
Indices . For all S&P Total Return Indices for which an
S&P Total Return Contract is listed by CME, the exclusivity
shall apply without regard to an ADV threshold.
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4.
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Section 5
shall be amended by adding the following:
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(j) S&P Total Return License
Fees . Notwithstanding the forgoing, the license fee payable
for each S&P Total Return Contract traded having a duration of
12 months and a contract multiplier of 1,000 shall be $*****. The
duration is the time between the date the Contract is first listed
for trading and the last day of trading (i.e. expiration) of that
Contract.
Should CME, in its sole discretion,
offer an S&P Total Return Contract with a multiplier other than
$1,000 then the license fee shall be proportionately adjusted and
rounded to the nearest whole penny on a prospective basis as of the
date of such adjustment. For example:
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Contract Multiplier
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Duration
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Fee
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1,000
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12 months
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$*****
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500
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12 months
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$*****
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250
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12 months
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$*****
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Should CME, in its sole discretion,
offer a S&P Total Return Contract with an S&P Total Return
Contract having a duration other than 12 months, the license fees
shall be adjusted license fee shall be proportionately adjusted
(relative to 12 months) and rounded to the nearest whole penny on a
prospective basis as of the date of such adjustment. For
example:
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Contract Multiplier
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Duration
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Fee
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1,000
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24 months
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$*****
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1,000
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12 months
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$*****
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1,000
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6 months
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$*****
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1,000
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3 month
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$*****
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2
Portions of this exhibit have been omitted
pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. The omissions have been
indicated by asterisks (“*****”), and the omitted text
has been filed separately with the Securities and Exchange
Commission.
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5.
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Appendix 1
shall be amended by adding the following language at the
end:
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S&P Total Return
Indices
S&am