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LICENSE AGREEMENT AMENDMENT No. 7

License Agreement

LICENSE AGREEMENT AMENDMENT No. 7 | Document Parties: CME GROUP INC. You are currently viewing:
This License Agreement involves

CME GROUP INC.

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Title: LICENSE AGREEMENT AMENDMENT No. 7
Date: 8/6/2009
Industry: Investment Services     Sector: Financial

LICENSE AGREEMENT AMENDMENT No. 7, Parties: cme group inc.
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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.

 

1.

Section 1 of the Agreement shall be amended by replacing the following section in their entirety, with the following:

(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.

 

2.

Section 1 of the Agreement shall be amended by adding the following after Section 1 (kk):

(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.

 

3.

Section 3 shall be amended by adding the following:

(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.

 

4.

Section 5 shall be amended by adding the following:

(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:

 

Contract Multiplier

  

Duration

  

Fee

1,000

  

12 months

  

$*****

500

  

12 months

  

$*****

250

  

12 months

  

$*****

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:

 

Contract Multiplier

  

Duration

  

Fee

1,000

  

24 months

  

$*****

1,000

  

12 months

  

$*****

1,000

  

6 months

  

$*****

1,000

  

3 month

  

$*****

 

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.

 

5.

Appendix 1 shall be amended by adding the following language at the end:

S&P Total Return Indices

S&am


 
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