EXHIBIT 10.7


 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


AMENDED AND
RESTATED


AMENDMENT
NO. 6 TO LICENSE AGREEMENT


 


This Amended and Restated Amendment No. 6 (this
“Restated Amendment No. 6”) is made as of the 24th day of February, 2009, by and between STANDARD &
POOR’S FINANCIAL SERVICES LLC (“S&P”), a Delaware limited liability company
having an office at 55 Water Street, New York, New York 10041, a wholly-owned
subsidiary of The McGraw-Hill Companies, Inc. (“McGraw-Hill”), and the
CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED (“CBOE”), a Delaware corporation
having an office at 400 South LaSalle, Chicago, Illinois 60605.  This Restated Amendment No. 6 amends and
restates Amendment No. 6 dated as of September 2, 2003 (“Original
Amendment No. 6”) to the Restated License Agreement effective as of November 1,
1994 between Standard & Poor’s, a division of McGraw-Hill, and CBOE,
as previously amended by Amendment No. 1 thereto dated January 15,
1995, Amendment No. 2 thereto dated April 1, 1998, Amendment No. 3
thereto dated July 28, 2000, Amendment No. 4 thereto dated October 27,
2000, Amendment No. 5 thereto dated as of March 1, 2003, Original
Amendment No. 6, Amendment No. 7 thereto dated as of March 1,
2004 (“Original Amendment No. 7”), Amendment No. 8 thereto dated as
of January 9, 2005 and Amendment No. 9 thereto dated as of April 23,
2007 (“Amendment No. 9”). 
Immediately after entering into this Restated Amendment No. 6, CBOE
and S&P are also entering into a Restated Amendment No. 7 to such
Restated License Agreement (“Restated Amendment No. 7,” and such Restated
License Agreement together with all such Amendments including Restated
Amendment


 

















 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


No. 7 and this Restated
Amendment No. 6 referred to herein collectively as the “License Agreement”).


 


W I T N E S S E T H:


 


WHEREAS, S&P is a successor-in-interest to the
former Standard & Poor’s division of McGraw-Hill (the “Predecessor”).


 


WHEREAS, S&P compiles, calculates, maintains,
and owns rights in and to composite stock price indexes known as the S&P
500 Index and the S&P 100 Index (each, an “Underlying S&P Index,” such
term further defined in Addendum No. 1 attached to this Restated Amendment
No. 6 (“Addendum No. 1”)); and


 


WHEREAS, in Original Amendment No. 6 CBOE and
Standard & Poor’s established terms with respect to Volatility
Indexes, Variance Indicators and BuyWrite Indexes (each such term defined in
Original Amendment No. 6 and this Restated Amendment No. 6) that are
or are to be calculated utilizing values of an Underlying S&P Index and/or
financial interests based on an Underlying S&P Index (such indexes
sometimes referred to in this Restated Amendment No. 6 as “Amendment No. 6
Indexes,” such term further defined in Addendum No. 1); and


 


WHEREAS, the parties desire to confirm the
assignment of the License Agreement by the Predecessor to S&P and to amend
and restate the terms of Original Amendment No. 6 as hereinafter provided,
without changing the scope of the rights granted to CBOE in Original Amendment No. 6
with respect to the use of S&P indexes in connection with Futures Contracts
and Options on Futures Contracts (each as defined in this Restated Amendment No. 6)
based on Amendment No. 6 Indexes.


 


NOW, THEREFORE, the parties hereto agree as follows:


 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


1.             Pursuant to
paragraph 16(a) of the License Agreement, CBOE hereby confirms and agrees
to the assignment of the License Agreement by the Predecessor to S&P.


 


2.             The parties
affirm that Section 5 of Amendment No. 4 is agreed to be of no
further force and effect (because it was terminated and agreed to be of no
further force and effect in Original Amendment No. 6).


 


3.             The parties
affirm the amendment of Section 5 of the License Agreement in Original
Amendment No. 6 by the addition of the following paragraph thereto as paragraph
5(h):


 


(h)           During the term of this
Agreement and for a period of one (1) year after its termination, S&P
and CBOE shall each have the right, during normal business hours and upon
reasonable notice to the other party, to audit on a confidential basis the
relevant books and records of the other party to determine that any fees due to
it have been accurately determined. The costs of such audit shall be borne by
the auditing party unless it determines that it has been underpaid by five
percent (5%) or more; in such case, costs of the audit shall be paid by the
audited party.


 


4.             The parties
hereby amend paragraph 10(b) of the License Agreement (as previously
amended in Section 10 of Original Amendment No. 6) to read in its
entirety as follows:


 


(b)           In the event S&P is
notified by CBOE or otherwise becomes aware that the S&P Marks or S&P
Indexes are to be, or have been, used by any person without the prior written
consent of S&P in a manner inconsistent with the terms of (i) the
exclusive license granted to CBOE in Section 3(a) above and such use
involves (x) trading on an Organized Securities Market in North America,
or (y) trading outside of North America that has or may reasonably be
expected to have a material adverse impact upon the benefits derived by CBOE
from such license, or (ii) the exclusive licenses granted to CBOE in Section 3(f) above
and such use has or may reasonably be expected to have a materially adverse
impact on the benefits derived by CBOE from such licenses, or (iii) Section 2(b)(iii) of
Addendum No. 1 to this Agreement and such use has or may reasonably be
expected to have a materially adverse impact on the benefits derived by CBOE 


 


3

















 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


from such license, S&P
shall use its best efforts to terminate such use of the S&P Marks or
S&P Indexes, including, but not limited to, initiating litigation against
such person.  The costs of such litigation
shall be [*confidential treatment requested/material filed separately*] unless
and until such costs incurred in any calendar year for all litigation brought
pursuant to this Section 10(b) amounts to [*confidential treatment
requested/material filed separately*]% of S&P’s total gross license fees
collected under Section 5 of this Agreement and Addendum No. 1 to
this Agreement for the prior calendar year. 
Once such costs borne by S&P reach this level, each such matter in
litigation will be continued by S&P upon the written request of CBOE, which
request shall obligate CBOE to pay [*confidential treatment requested/material
filed separately*]% of additional expenses related to that litigation
reasonably in that year.  Notwithstanding
the allocation of the costs of any such litigation, and notwithstanding that
S&P agrees to consult with CBOE concerning the conduct and settlement of
such litigation, the conduct of such litigation, including the choice of
counsel and any settlement thereof shall remain in the sole control of S&P.


 


5.             The parties
hereby amend Section 16 of the License Agreement by adding the following
phrase at the end of paragraph 16(a):


 


, provided that S&P may
assign this Agreement to any entity that controls, is controlled by or is under
common control with S&P (including any partnership or other entity that
controls, is controlled by, or is under common control with The McGraw-Hill
Companies, Inc.) to which it is transferring the rights to grant licenses
to the S&P 500, and CBOE may assign this Agreement to any entity that
controls, is controlled by or is under common control with CBOE to which it is
transferring its business of providing a market for the trading of Standardized
Options Contracts.


 


6.             The parties
hereby amend Section 16 of the License Agreement by adding the following
sentence as the final sentence of paragraph 16(b):


 


Nothing in this Agreement,
express or implied, is intended to or shall confer on any person other than the
parties hereto, and their respective affiliates, respective related persons
expressly referred to in Section 15 and respective permitted successors or
assigns, any rights or remedies under or by reason of this Agreement.


 


7.             The parties
hereby amend paragraph 16(d) of the License Agreement to read in its
entirety as follows:


 


4

















 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


(d)           All notices and other
communications under this Agreement shall be in writing and may be sent by
email or fax or delivered by courier service or mail to the addresses set forth
below; provided, if sent by email or fax, that the notice shall be deemed to
have been received only upon receipt by the sending party of an acknowledgment
of receipt; if sent by courier, that the notice shall be deemed to have been
received when signed for as shown in the records of the courier service; and,
if sent by mail, that the notice shall be sent postage prepaid by registered or
certified mail, return receipt requested and shall be deemed to have been
received five (5) days after mailing. 
Any such notice shall be sent to the following addresses of the other
party or such other addresses as either party shall specify by a written notice
to the other.


 


	
  Notice
  to S&P:

  	
   

  	
  Standard &
  Poor’s Financial Services LLC

  
	
   

  	
   

  	
  Attn:      Robert
  Shakotko

  
	
   

  	
   

  	
  55
  Water Street

  
	
   

  	
   

  	
  New
  York, New York 10041-0003

  
	
   

  	
   

  	
  Email:
  robert_shakotko@standardandpoors.com

  
	
   

  	
   

  	
  Fax:
  (212) 438-1997

  
	
   

  	
   

  	
   

  
	
  With
  a copy to:

  	
   

  	
  The
  McGraw-Hill Companies, Inc.

  
	
   

  	
   

  	
  Attn:      General
  Counsel

  
	
   

  	
   

  	
  1221
  Avenue of the Americas

  
	
   

  	
   

  	
  New
  York, New York 10020

  
	
   

  	
   

  	
  Email:
  kenneth_vittor@mcgraw-hill.com

  
	
   

  	
   

  	
  Fax:
  (212) 512-3997

  
	
   

  	
   

  	
   

  
	
  Notice
  to CBOE:

  	
   

  	
  Chicago
  Board Options Exchange, Incorporated

  
	
   

  	
   

  	
  Attn:      Richard
  G. DuFour

  
	
   

  	
   

  	
  400
  South LaSalle

  
	
   

  	
   

  	
  Chicago,
  Illinois 60605

  
	
   

  	
   

  	
  Email:
  dufour@cboe.com

  
	
   

  	
   

  	
  Fax:
  (312) 786-7407

  
	
   

  	
   

  	
   

  
	
  With
  a copy to:

  	
   

  	
  Chicago
  Board Options Exchange, Incorporated

  
	
   

  	
   

  	
  Attn:      General
  Counsel

  
	
   

  	
   

  	
  400
  South LaSalle

  
	
   

  	
   

  	
  Chicago,
  Illinois 60605

  
	
   

  	
   

  	
  Email:
  mofficj@cboe.com

  
	
   

  	
   

  	
  Fax: (312) 786-7919

  



 


8.             The parties
hereby amend Section 16 of the License Agreement by adding the following
paragraph thereto as paragraph 16(i):


 


5

















 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


(i)        Addendum No. 1 attached
hereto (“Addendum No. 1”) and Addendum No. 2 attached hereto (“Addendum
No. 2”) are hereby incorporated in this Agreement by this reference.


 


9.             This Restated
Amendment No. 6 supersedes Original Amendment No. 6 in its entirety.


 


10.           This Restated Amendment No. 6 supersedes Section 6
of Original Amendment No. 7 in its entirety.


 


11.           The parties affirm that Amendment No. 9 (which
amended Original Amendment No. 6) has been terminated in its entirety.  (Amendment No. 9 is terminated by, and
its subject matter is addressed in, that certain Derivative Index License
Agreement which CBOE and S&P are entering into contemporaneously with
entering into this Restated Amendment No. 6.)


 


12.           All other terms of the License Agreement shall
remain in full force and effect.


 


IN WITNESS
WHEREOF, the parties have caused this Restated Amendment No. 6 to be
executed as of the effective date set forth above.


 


	
  CHICAGO BOARD OPTIONS

  	
   

  	
  STANDARD & POOR’S

  
	
  EXCHANGE, INCORPORATED

  	
   

  	
  FINANCIAL SERVICES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/
  Richard D. DuFour

  	
   

  	
  BY:
  

  	
  /s/
  Alexander J.
  Matturri

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TITLE:
  

  	
  Executive
  Vice President

  	
   

  	
  TITLE:
  

  	
  Senior
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATE:

  	
  February 24,
  2009

  	
   

  	
  DATE:
  

  	
  March 10,
  2009

  



 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


Addendum #1
to License Agreement


(Volatility
Index, Variance Indicator and BuyWrite Index)


 


Purpose of Addendum No. 1.  The purpose of this Addendum  No. 1 (“Addendum No. 1”) to the
License Agreement is to establish terms upon which: (a) CBOE may (i) use
the S&P 500 Index and the S&P 100 Index (collectively, the “Underlying
S&P Indexes”) and/or financial interests based on an Underlying S&P Index
among the inputs to derive, maintain, publish, calculate and disseminate
Volatility Indexes, Variance Indicators and BuyWrite Indexes (each as defined
below and collectively referred to herein as “Amendment No. 6 Indexes”), (ii) use
the Amendment No. 6 Indexes in connection with the creation, issuance,
sale, listing and trading of certain “Products” (as defined below), and (iii) use
certain related trademarks proprietary to S&P in connection with such
Amendment No. 6 Indexes and such Products; and (b) S&P may (i) also
derive, maintain, publish, calculate and disseminate Amendment No. 6
Indexes, and (ii) grant licenses to third parties to use Amendment No. 6
Indexes as the basis for certain Products and to use certain CBOE Marks in
connection with such Amendment No. 6 Indexes and such Products.


 


1.             Definitions.  Capitalized terms used but not defined herein
shall have the meanings ascribed thereto elsewhere in the License
Agreement.  For purposes of this Addendum
No. 1, in addition to terms defined elsewhere in this Addendum No. 1,
the following definitions shall apply:


 


(a)           “Volatility Index” means an index consisting of a
series over time of implied or expected volatility values, which index uses as
input for its calculation, among other values, one or more of the following
values: the value of one or more Standardized


 

















 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


Options Contracts based on
an Underlying S&P Index, the value of another financial interest based on
an Underlying S&P Index, or the value of an Underlying S&P Index.


 


(b)           “Variance Indicator” means a series over time of
realized or implied variance values, which series uses as input for its
calculation, among other values, one or more of the following values: the value
of one or more Standardized Options Contracts based on an Underlying S&P
Index, the value of another financial interest based on an Underlying S&P
Index, or the value of an Underlying S&P Index.


 


(c)           “BuyWrite Index” means an index designed to reflect
the return on a hypothetical portfolio consisting of a long position in the
stocks in an Underlying S&P Index and a short position in a call
Standardized Option Contract or other financial interest based on that
Underlying S&P Index.


 


(d)           “CBOE Amendment No. 6 Index” means an Amendment
No. 6 Index (i) which is compiled by, and the methodology or product
construction of which is developed by or for, CBOE or an Affiliate of CBOE
(unless such Amendment No. 6 Index constitutes an S&P Amendment No. 6
Index pursuant to clause 1(e)(ii)); and/or (ii) that the parties agree
will be a CBOE Amendment No. 6 Index. 
CBOE Amendment No. 6 Indexes as of February 24, 2009 are
identified in Part 1 of Exhibit B to this Addendum No. 1.


 


(e)           “S&P Amendment No. 6 Index” means an
Amendment No. 6 Index (i) which is complied by, and the methodology
or product construction of which is developed by or for, S&P or an
Affiliate of S&P (unless such Amendment No. 6 Index constitutes a CBOE
Amendment No. 6 Index pursuant to clause 1(d)(ii); and/or (ii) that
the parties agree will be an S&P Amendment No. 6 Index.  S&P Amendment No. 6 Indexes may be
identified in Part 2 of Exhibit B to this Addendum No. 1.


 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


(f)            “CBOE’s Markets” means CBOE’s current market for
Standardized Option Contracts and other exchange-traded securities products and
also means any market for the trading of exchange-traded futures and options on
futures and/or securities that CBOE or an Affiliate of CBOE may operate in the
future.


 


(g)           “Affiliate of CBOE” means an entity that controls,
is controlled by, or is under common control with CBOE or that has an initial
membership that is substantially the same as CBOE’s membership.  Without limiting the generality of the
foregoing, the term “Affiliate of CBOE” includes CBOE Futures Exchange, LLC and
CBOE Stock Exchange, LLC.  For purposes
of this definition and the definition of “Affiliate of S&P,” the term “control”
and the related terms “controlled by” and “under common control with” means,
with respect to the relationship between or among two or more entities, the
possession, directly or indirectly, of more than fifty percent (50%) of the
voting securities of an entity.


 


(h)           “Affiliate of S&P” means a division of
McGraw-Hill or an entity that controls, is controlled by, or is under common
control with McGraw-Hill.


 


(i)            “Product” means any investment product of any kind
or character whatsoever (whether or not exchange-traded) the value of which is
based on any of the Amendment No. 6 Indexes.


 


(j)            “Category I Product” means any Product described in Part A
of Exhibit A to this Addendum No. 1.


 


(k)           “Category II Product” means any Product described in
Part B of Exhibit A to this Addendum No. 1.


 


3

















 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


(l)            “Category III Product” means any Product described
in Part C of Exhibit A to this Addendum No. 1.


 


(m)          “Category IV Product means any Product described in Part D
of Exhibit A to this Addendum No. 1.


 


(n)           “Competing Index” means: (i) an index
consisting of a series over time of implied or expected volatility values,
which index uses as input for its calculation, among other values, one or more
values of or derived from another index that measures the segment of the market
that is also measured by the Underlying S&P Indexes or prices of, or values
derived from prices of, a Standardized Options Contract based on an such an
index; or (ii) a series over time of realized or implied variance values,
which series uses as input for its calculation, among other values, one or more
values of or derived from another index that measures the segment of the market
that is also measured by the Underlying S&P Indexes or prices of, or values
derived from prices of, a Standardized Options Contract based on an such an
index.


 


(o)           “S&P Amendment No. 6 Marks” means the
S&P trademarks “Standard & Poor’s”, “S&P”, “S&P 500” and “S&P
100” and any other trademark that the parties hereafter agree in writing shall
constitute an Amendment No. 6 S&P Mark for purposes of this Addendum No. 1.


 


(p)           “CBOE Amendment No. 6 Marks” means “CBOE®,” “VIX®,” “BXMTM,” “BuyWrite IndexTM,”
“VXO®,” “VXV®,” and any other trademark
that the parties hereafter agree in writing shall constitute a CBOE Amendment No. 6
Mark for purposes of this Addendum No. 1.


 


4














 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


(q)           “CFTC”
means the Commodity Futures Trading Commission, as from time to time
constituted or, if at any time after September 2, 2003 such Commission is
not existing and performing the duties assigned to it under the Commodity
Exchange Act, as amended, then the body performing such duties at such time.


 


(r)            “Futures
Contracts” means: (1) all instruments: (A) the trading of which is
within the exclusive jurisdiction of the CFTC (assuming for this purpose that
the instruments were traded in the United States regardless of where they are
actually traded), (B) which are regulated by the CFTC as futures contracts
(assuming for this purpose that such instruments were traded in the United
States regardless of where they are actually traded), and (C) which CME
has the authority to trade under its articles, by-laws, and rules; and (2) those
instruments which, as of September 24, 1997, meet all of the requirements
specified in clause (1) of this definition but subsequent to September 24,
1997 fail to meet the requirements of clause (1)(A) of this definition
solely because another U.S. regulatory authority (in addition to, or in
substitution of, the CFTC) is given regulatory jurisdiction over such
instruments.


 


(s)           “Option
on Futures Contract” shall mean an option to purchase or sell Futures
Contracts. An Option on Futures Contract shall not include a contract that
satisfies both of the following criteria: (i) it was a security under the
Securities Exchange Act of 1934, as amended as of December 1, 1990, and (ii) it
was not an option on a future under the Commodities Exchange Act, as amended as
of December 1, 1990.


 


(t)            “McGraw-Hill”
means The McGraw-Hill Companies, Inc.


 


(u)           “CME”
means the Chicago Mercantile Exchange Inc.


 


5

















 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


(v)           “Indexed
Contracts” means (1) Futures Contracts the final settlement price of which
is calculated using one or more values of an S&P stock index (including an
Underlying S&P Index) and (2) Options on Futures Contracts with regard
to the foregoing Futures Contracts.  This
definition includes, without limitation, S&P ETF Futures Contracts and
Options on Futures Contracts.  Futures
Contracts based on a CBOE Amendment No. 6 Index are not Indexed Contracts
for purposes of this Addendum No. 1.


 


(w)          “CBOE
Values” means (1) prices of exchange-traded investment products of any
kind or character whatsoever (including without limitation Standardized Option
Contracts) that are traded on CBOE’s Markets and are based on an Underlying
S&P Index; (2) values of any CBOE Amendment No. 6 Index; and (3) prices
of Products that are traded on CBOE’s Markets.


 


(x)            “S&P
Values” means values of any Underlying S&P Index or any S&P Amendment No. 6
Index.


 


(y)           “Derivative
Index License Agreement” means that certain Derivative Index License Agreement
dated as of February 24, 2009 pursuant to which the parties are
establishing agreements between them with respect to certain indexes other than
the Amendment No. 6 Indexes.


 


For the avoidance of doubt, the terms “instrument”
and “financial interest,” as used in this Addendum No.1, have the same meaning.


 


2.             Rights
of CBOE.  (a) Subject to the
terms and conditions of this Addendum No. 1 and the License Agreement,
S&P hereby: (i) grants to CBOE and any Affiliate of CBOE a
nontransferable, worldwide license to use the Underlying S&P Indexes and
S&P Amendment No. 6 Indexes, and S&P Values, to derive, maintain,
publish, calculate and 


 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


disseminate CBOE Amendment No. 6
Indexes; (ii) acknowledges that CBOE and any Affiliate of CBOE may use
CBOE Amendment No. 6 Indexes as the basis for Category I Products and
Category II Products traded on CBOE’s Markets; (iii) grants CBOE and any
Affiliate of CBOE a nontransferable, worldwide license to use S&P Amendment
No. 6 Indexes, as the basis for Category I Products traded on CBOE’s
Markets; and (iv) grants to CBOE and any Affiliate of CBOE a
nontransferable, worldwide, license to use and refer to the S&P Amendment No. 6
Marks in connection with the trading, marketing and promotion of Category I
Products and Category II Products authorized hereunder and with making such
disclosure about such Products and the Amendment No. 6 Indexes as CBOE or
any Affiliate of CBOE deems necessary or desirable under any applicable federal
or state laws, rules or regulations in order to indicate the source of an
Underlying S&P Index or an S&P Amendment No. 6 Index.  It is understood that the right to use any
Amendment No. 6 Index as the basis for Category I Products and any CBOE
Amendment No. 6 Index as the basis for Category II Products as described
in this Section 2(a) covers, in addition to trading, all activities
associated with the trading of such Products, such as the creation, issuance,
exercise, clearance and settlement of such Products by CBOE or any Affiliate of
CBOE or by any registered clearing agency or other person performing such
activities on behalf of CBOE or any Affiliate of CBOE, and nothing herein shall
preclude The Options Clearing Corporation (“OCC”) or any other clearing agency
from performing for CBOE or any Affiliate of CBOE in relation to any Category I
Product or Category II Product functions such clearing agency normally performs
in the issuance, clearance, exercise and settlement of exchange-traded products
similar to such Category I Product or Category II Product.


 


7

















 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


(b)           Subject
to the provisions of Section 2(c), S&P agrees that during the term of
the License Agreement it shall not: (i) license or otherwise expressly
authorize any other person to (x) utilize S&P Values as input data for
purposes of calculating values of any Volatility Index, Variance Indicator or
BuyWrite Index or (y) use any of the S&P Amendment No. 6 Marks in
the name of any Volatility Index, Variance Indicator or BuyWrite Index
calculated by such other person; (ii) license or otherwise expressly
authorize (except with the prior written consent of CBOE as described in
paragraph 3(c)) the use by any other person of any Amendment No. 6 Index
as the basis for any Category I Product, Category II Product, or Category IV
Product; or (iii) license or otherwise expressly authorize any other
person to use and refer to the S&P Amendment No. 6 Marks in connection
with the trading, marketing or promotion of any Category I Product, Category II
Product or Category IV Product except as authorized by Section 3(d).


 


(c)           If
CBOE or an Affiliate of CBOE trades any options and/or futures based on a
Competing Index (collectively, “Competing Products”) and the volume of
Competing Products traded, measured over any calendar month, exceeds the volume
of options and/or futures that constitute Category I Products and/or Category
II Products by the greater of [*confidential treatment requested/material filed
separately*] contracts per trading day or [*confidential treatment
requested/material filed separately*] percent of the volume of such Category I
Products and/or Category II Products, then: (i) CBOE shall pay S&P the
fee specified in Exhibit C attached hereto for all of the trading volume
in the Competing Products in excess of the trading volume in such Category I
Products and/or Category II Products, or (ii) CBOE’s rights of exclusivity
described in Section 2(b) shall terminate.


 


8

















 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


(d)           Subject
to the terms and conditions of this Addendum No. 1 and elsewhere in the
License Agreement, S&P hereby: (i) acknowledges that CBOE and any
Affiliate of CBOE may use the Amendment No. 6 Indexes as the basis for
Category III Products and Category IV Products and (ii) grants to CBOE and
any Affiliate of CBOE a nontransferable, worldwide, license to use and refer to
the S&P Amendment No. 6 Marks in connection with the trading,
marketing and promotion of Category III Products and Category IV Products and
with making such disclosure about such Products as CBOE or any Affiliate of
CBOE deems necessary or desirable under any applicable federal or state laws, rules or
regulations in order to indicate the source of an Underlying S&P Index or
an S&P Amendment No. 6 Index; provided, that neither CBOE nor
any Affiliate of CBOE shall make any such use of any Amendment No. 6 Index
or S&P Amendment No. 6 Mark without having first obtained the prior
written consent of S&P to do so.


 


(e)           Nothing
herein shall preclude CBOE or any Affiliate of CBOE from: (i) disseminating
values of the Amendment No. 6 Indexes to market data vendors and users,
either directly or through the Options Price Reporting Authority (“OPRA”), the
Consolidated Tape Association (“CTA”), the Consolidated Quotation System (“CQS”),
or any other information processor which performs similar functions for CBOE or
any Affiliate of CBOE or (ii) collecting and retaining the share of the
revenues of OPRA, CTA, CQS or such other information processor from the
dissemination of quotation and last sale price information on Category I
Products and Category II Products to which CBOE and any Affiliate of CBOE would
be otherwise entitled.  Nothing herein
shall require CBOE or any Affiliate of CBOE to share with S&P any revenue
that it may receive from dissemination of values of S&P Amendment No. 6
Indexes in a data feed that also includes 


 


9

















 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


last sale prices and/or
quotes with respect to Category I Products and/or Category II Products or of
CBOE Amendment No. 6 Indexes.


 


(f)            In
no event shall CBOE license or otherwise authorize any third party to use any
Amendment No. 6 Index as the basis for any Product, it being understood
that S&P shall have the sole right and responsibility for any such
licensing (subject to Section 3 of this Addendum No. 1).  Notwithstanding the foregoing, S&P
consents to CBOE having previously granted a license to Rampart Investment
Management (“Rampart”) to offer, manage and distribute managed accounts for
Rampart’s clients, which accounts follow an investment strategy designed to
replicate the returns of the CBOE Amendment No. 6 Index known as the “CBOE
S&P 500 BuyWrite Monthly Index”.  The
terms of CBOE’s license to Rampart are governed by an agreement between CBOE
and Rampart dated February 5, 2003, a copy of which CBOE has previously
provided to S&P.  CBOE shall not
amend such agreement in the future without S&P’s prior written consent.


 


(g)           Each
party acknowledges that the scope of the rights granted to CBOE in this
Addendum No. 1 with respect to the use of S&P indexes in connection
with Futures Contracts and Options on Futures Contracts based on Amendment No. 6
Indexes is not broader than the scope of rights that was conferred in Original
Amendment No. 6.


 


(h)           CBOE
acknowledges that nothing in this Addendum No. 1 purports to grant to CBOE
the right to use the values or prices of Indexed Contracts or other financial
products offered by third parties as input data for purposes of deriving,
maintaining or calculating any index, indicator or benchmark.


 


(i)            Except
as otherwise specifically provided herein, this Addendum No. 1 shall not
transfer to CBOE any right to, or interest in, any S&P Underlying Index,
S&P 


 


10

















 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


Amendment No. 6 Index,
or in any copyright, trademark or proprietary right pertaining thereto.


 


3.             Rights
of S&P.  (a)               Subject to the terms and
conditions of this Addendum No. 1 and the License Agreement, CBOE hereby
grants to S&P and any Affiliate of S&P a nontransferable, worldwide
license to use the CBOE Amendment No. 6 Indexes and CBOE Values to derive,
maintain, publish, calculate and disseminate S&P Amendment No. 6
Indexes.  CBOE agrees that during the
term of the License Agreement it shall not license or expressly authorize any
other person to use CBOE Amendment No. 6 Indexes or CBOE Values to derive,
maintain, publish, calculate, or disseminate Amendment No. 6 Indexes.


 


(b)           Subject
to the terms and conditions of this Addendum No. 1, CBOE hereby grants to
S&P a non-transferable, worldwide, exclusive license to enter into license
agreements with one or more other persons authorizing such person or persons to
use (i) any CBOE Amendment No. 6 Index in connection with the
issuance and sale of Category III Products and/or (ii) any CBOE Amendment No. 6
Index as a benchmark against which to measure the performance of a particular
strategy or portfolio.


 


(c)           Subject
to the terms and conditions of this Addendum No. 1, CBOE hereby grants to
S&P a non-transferable, worldwide, exclusive license to enter into license
agreements with one or more other persons authorizing such person or persons to
use any CBOE Amendment No. 6 Index in connection with the issuance, sale,
exchange-listing and trading of Category I Products, Category II Products, and
Category IV Products; provided, that S&P shall not enter into any
such license agreement with any person without having 


 


11

















 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


first obtained the prior
written consent of CBOE to the grant of such license by S&P to such person.


 


(d)           Subject
to the terms and conditions of this Addendum No. 1, CBOE hereby grants to
S&P a non-transferable, worldwide, exclusive license to enter into license
agreements with one or more other persons authorizing such person or persons to
use and refer to the CBOE Amendment No. 6 Marks in connection with the
trading, marketing and promotion of 
Products licensed pursuant to Sections 3(b)-(c) above, and with
making such disclosure about such Products as S&P, any Affiliate of
S&P, or such other persons deem necessary or desirable under any applicable
federal or state laws, rules or regulations in order to indicate the
source of a CBOE Amendment No. 6 Index.


 


(e)           CBOE
acknowledges and agrees that S&P may enter into licenses of the type
described in Sections 3(b)-(c) with respect to S&P Amendment No. 6
Indexes.  CBOE acknowledges and agrees
that S&P may disseminate non-real time data pertaining to the Amendment No. 6
Indexes (including delayed data and databases of historical data) and that
S&P shall be entitled to retain all revenues associated with same.


 


(f)            Except
as otherwise specifically provided herein, this Addendum No. 1 shall not
transfer to S&P any right to, or interest in, any CBOE Amendment No. 6
Index, or in any copyright, trademark or proprietary right pertaining thereto.


 


4.             Notice
and Approval of an Additional Amendment No. 6 Index.


 


(a)           Whenever
S&P conceives of a new index, indicator or benchmark that it believes would
be an Amendment No. 6 Index, and would like to have such index, indicator
or benchmark developed, it shall notify CBOE. 
CBOE shall have fifteen (15) business days to advise S&P whether
CBOE intends to develop and compile such new 


 


12

















 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


index, indicator or
benchmark, in which case it shall be a CBOE Amendment No. 6 Index.  Subject to Section 4(c) below, if
CBOE declines to develop and compile such new index, indicator or benchmark, or
if CBOE fails to develop and commence compiling such new index, indicator or
benchmark within sixty (60) days of S&P’s notification, then S&P shall
be entitled to develop and compile the new index, indicator, or benchmark, in
which case it shall be an S&P Amendment No. 6 Index.


 


(b)           Whenever
CBOE conceives of a new index, indicator or benchmark that it believes would be
an Amendment No. 6 Index and that it intends to develop and compile, it
shall notify S&P.


 


(c)           If
the party receiving a notice of a new index, indicator, or benchmark pursuant
to Sections 4(a)-(b) believes that the index, indicator or benchmark is
substantially identical to an index, indicator or benchmark that is already an
Amendment No. 6 Index, or disputes that the index, indicator or benchmark
in fact constitutes an Amendment No. 6 Index, or believes that the index,
indicator or benchmark may create material damage or harm to the reputation or
goodwill of the party, and in any such case so notifies the other party within
fifteen (15) business days, then the parties shall work together in good faith
to resolve the issue as promptly as possible, and the index, indicator, or
benchmark in question shall not be disseminated or used as the basis of
Products until such time as the issue is resolved.  A determination of the parties that an index,
indicator or benchmark in fact does not constitute an Amendment No. 6
Index shall not foreclose a possible determination by the parties that an
index, indicator or benchmark constitutes a “Derivative Index” within the
meaning of the Derivative Index License Agreement.


 


13

















 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


(d)           Unless
notice of objection is sent pursuant to Section 4(c), then the index,
indicator, or benchmark shall be deemed approved upon the expiration of the
fifteen (15) business day period commencing on the date of the notice sent
pursuant to Section 4(a) or 4(b).


 


(e)           If
CBOE advises S&P pursuant to Section 4(a) that CBOE intends to
develop and compile a new index, indicator or benchmark and thereafter does
develop and commence compiling such index, indicator or benchmark, but neither
CBOE nor any Affiliate of CBOE lists for trading Futures Contracts based on
such index, indicator or benchmark within one year of the date on which CBOE
commences to compile the new index, indicator or benchmark, then: (i) upon
notice from S&P, CBOE shall assign its right, title and interest in and to
such index, indicator or benchmark to S&P, and such index, indicator or
benchmark shall thereupon become an S&P Amendment No. 6 Index, (ii) the
parties shall agree on any changes in the branding of such index, indicator or
benchmark, and (iii) S&P shall commence, and CBOE shall cease, to
compile such new index, indicator or benchmark as of a date reasonably
satisfactory to both parties.  CBOE shall
execute and deliver such further agreements, instruments and other documents as
S&P may reasonably request to effect or evidence any such assignment.


 


(f)            Notwithstanding
the provisions of Section 16(d) of the License Agreement, any notice
sent by either party to the other party pursuant to this Section 4 shall
be sent as follows or to such other address as either party shall specify by a
written notice to the other:


 


	
  Notice to S&P:

  	
  Standard & Poor’s

  
	
   

  	
  Attn:    Sid
  Oberoi

  
	
   

  	
  55 Water Street

  



 


14














 


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 the phrase “[*confidential treatment
requested/material filed separately*]”, and the omitted text has been filed
separately with the Securities and Exchange Commission.


 


	
   

  	
   

  	
  New
  York, New York  10041-0003

  
	
   

  	
   

  	
  Email:
  sid_oberoi@standardandpoors.com

  
	
   

  	
   

  	
  Fax:
  (212) 438-1997

  
	
   

  	
   

  	
   

  
	
  Notice
  to CBOE:

  	
   

  	
  Chicago
  Board Options Exchange, Incorporated

  
	
   

  	
   

  	
  Attn:                    Richard G.
  DuFour

  
	
   

  	
   

  	
  400
  South LaSalle

  
	
   

  	
   

  	
  Chicago,
  Illinois 60605

  
	
   

  	
   

  	
  Email:
  dufour@cboe.com

  
	
   

  	
   

  	
  Fax: (312) 786-7407

  



 


5.                                       Branding.  CBOE and S&P agree that the particular
Amendment No. 6 Indexes identified in Exhibit B attached hereto shall
be branded in the manner described in that Exhibit and that any other
Amendment No. 6 Index shall be branded in such manner as the parties
agree.  Each party acknowledges that
nothing in this Addendum No. 1 is intended to transfer to it any right of
ownership in the other party’s trademarks (the S&P Amendment No. 6
Marks, in the case of S&P, and the CBOE Amendment No. 6 Marks, in the
case of CBOE), and each party acknowledges that its use of the other party’s
trademarks in the name of any particular Amendment No. 6 Index, and the
goodwill associated with such use, shall inure to the benefit of the other
party.  Each party agrees that it shall
associate such trademark notices with the names of the Amendment No. 6
Indexes as may be agreed from time to time by the parties.


 


6.                                       Fees. (a)  In
consideration for S&P’s agreements as set forth in Section 2 of this
Addendum No. 1, CBOE shall pay to S&P: (i) license fees in
connection with trading of the Products on CBOE’s Markets as specified on Exhibit C
attached hereto and (ii) a portion, as described on Exhibit C, of all
revenues, excluding sales, value-added and similar taxes, received by CBOE, in
connection with the license from CBOE to Rampart pursuant to the arrangement
described in Subsection 2(f).  CBOE shall
remit to S&P all 


 


15

















 


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 the phrase “[*confidential treatment
requested/material filed separately*]”, and the omitted text has been filed
separately with the Securities and Exchange Commission.


 


fees due hereunder within
forty-five (45) days of the end of each calendar quarter.  Each payment shall be accompanied by a
statement setting forth the basis for its calculation.


 


(b)                                 In consideration for CBOE’s
agreements as set forth in Section 3 of this Addendum No. 1, S&P
shall pay to CBOE a portion, as described on Exhibit C, of all revenues
received by S&P in connection with Product licenses granted by S&P to
third parties in accordance with Section 3, excluding any sales,
value-added and similar taxes.  S&P
shall remit to CBOE all fees due hereunder within forty-five (45) days of the
end of each calendar quarter.  Each
payment shall be accompanied by a statement setting forth the basis for its
calculation.


 


7.                                       Term,
Termination and Post-Termination.  (a)  The term of this Addendum No. 1
shall be commensurate with the term of the License Agreement, and shall
terminate automatically upon any termination or expiration of the License
Agreement.


 


(b)                                 Following any termination or
expiration of the License Agreement, CBOE may continue to calculate CBOE
Amendment No. 6 Indexes, and CBOE and its Affiliates may continue to list
any Products based on Amendment No. 6 Indexes authorized under this
Addendum No. 1, for so long as CBOE is authorized to trade Standardized
Options Contracts based on the Underlying S&P Indexes pursuant to the
License Agreement.  CBOE’s obligations to
make any payment to S&P with respect to any such Products shall continue
during the period in which such Products continue to be traded, and CBOE may
continue to use the S&P Amendment No. 6 Marks as permitted in this
Addendum No. 1 in connection with any such Products during the period for
which trading is authorized hereunder.


 


16

















 


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 the phrase “[*confidential treatment
requested/material filed separately*]”, and the omitted text has been filed
separately with the Securities and Exchange Commission.


 


(c)                                  If S&P discontinues
calculation and dissemination of any Underlying S&P Index pursuant to Section 6(c) of
the License Agreement and CBOE continues to calculate and disseminate a CBOE
Amendment No. 6 Index that had been based directly or indirectly on the
discontinued Underlying S&P Index, CBOE shall alter the name of the CBOE
Amendment No. 6 Index to exclude the name of the discontinued Underlying
S&P Index and shall prominently disclaim any relationship with S&P in
respect to Products overlying such CBOE Amendment No. 6 Index.


 


(d)                                 S&P shall have the
right, in its sole discretion, to discontinue calculation and dissemination of
any of the S&P Amendment No. 6 Indexes, and to terminate the license
granted to CBOE hereunder with respect to Products that depend, directly or
indirectly, upon the existence of such Index; provided, however, that S&P
shall give CBOE at least twelve (12) months’ written notice prior to such
discontinuance and shall extend such license beyond the stated termination date
for the listing of such Products with expiration dates listed within the twelve
(12) month notice period and in expiration months already listed at the time
the notice was received.  Notwithstanding
the foregoing, in no event will such license be extended for more than thirty (30)
months beyond the termination date stated in such termination notice.  CBOE’s obligations to make any payment to
S&P with respect to any such Products shall continue during the period in
which such Products continue to be traded, and CBOE may continue to use the
S&P Marks in connection with any such Products during the period for which
trading is authorized hereunder.


 


(e)                                  CBOE shall have the right,
in its sole discretion, to discontinue calculation and dissemination of any of
the CBOE Amendment No. 6 Indexes, and to terminate the 


 


17

















 


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 the phrase “[*confidential treatment
requested/material filed separately*]”, and the omitted text has been filed
separately with the Securities and Exchange Commission.


 


license granted to S&P
hereunder with respect to Products that depend, directly or indirectly, upon
the existence of such Index; provided, however, that CBOE shall give S&P at
least thirteen (13) months’ written notice prior to such discontinuance.  Subject to the foregoing, any license of an
Amendment No. 6 Index granted by S&P in accordance with Section 3(b) or
3(c) of this Addendum No. 1 (or previously granted by S&P in
accordance with Section 3(a) or 3(b) of Original Amendment No. 6)
may remain in effect in accordance with its terms notwithstanding any
termination of the License Agreement, either in its entirety or with respect to
such Amendment No. 6 Index, for any reason; it being understood that
S&P shall not renew or extend the term of such license after the
termination of the License Agreement and that S&P shall continue to pay
fees to CBOE pursuant to Section 6 notwithstanding any termination of the
License Agreement if and to the extent that it receives fees pursuant to such
license.


 


(f)                                    CBOE acknowledges and agrees
that upon termination for any reason of the license to use an Underlying
S&P Index or S&P Amendment No. 6 Index described in Section 2(a),
except as provided with respect to an Underlying S&P Index in Section 7
of the License Agreement, CBOE shall have no contractual right hereunder to use
such Underlying S&P Index or S&P Amendment No. 6 Index, or values
thereof, for purposes of deriving, maintaining, publishing, calculating or
disseminating CBOE Amendment No. 6 Indexes.


 


(g)                                 S&P acknowledges and
agrees that upon termination for any reason of the license to use a CBOE
Amendment No. 6 Index or any CBOE Values described in Section 3(a),
subject to Section 7(e), S&P shall have no contractual right hereunder
to use such 


 


18

















 


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 the phrase “[*confidential treatment
requested/material filed separately*]”, and the omitted text has been filed
separately with the Securities and Exchange Commission.


 


CBOE Amendment No. 6
Index or CBOE Values for purposes of deriving, maintaining, publishing,
calculating or disseminating any S&P Amendment No. 6 Index.


 


(h)                                 If S&P conceives of a
new index, indicator or benchmark that it believes would be an Amendment No. 6
Index, and CBOE develops and compiles the new index, indicator or benchmark as
a CBOE Amendment No. 6 Index pursuant to Section 4, and provided that
no CBOE Values are used as input values, then, at the request of S&P, CBOE
shall, effective upon any termination or expiration of the License Agreement or
any discontinuation of calculation and dissemination by CBOE of such CBOE
Amendment No. 6 Index, assign its ownership rights in such CBOE Amendment No. 6
Index (but not in any CBOE Amendment No. 6 Marks that may have been used
by CBOE in association with such CBOE Amendment No. 6 Index) to
S&P.  Any such transfer shall include
the grant of a license to use any methodologies used by CBOE with respect to
the compilation of such CBOE Amendment No. 6 Index.  In the event of any such request from
S&P, CBOE shall execute and deliver any documents that S&P may
reasonably request to evidence such transfer.


 


(i)                                     In the event that: (i) CBOE’s
rights of exclusivity described in Section 2(b) with respect to
Amendment No. 6 Indexes are terminated pursuant to Section 2(c) and
S&P subsequently grants a license to one or more other persons permitting
such other person or persons to utilize values of the Underlying S&P
Indexes as input data for purposes of calculating values of Amendment No. 6
Indexes and/or to use and refer to the S&P Amendment No. 6 Marks in
connection with the trading, marketing or promotion of any Category I
Product  or Category II Product based on
Amendment No. 6 Indexes, and (ii) CBOE’s share of the total market in
Category I Products and Category II Products based 


 


19

















 


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 the phrase “[*confidential treatment
requested/material filed separately*]”, and the omitted text has been filed
separately with the Securities and Exchange Commission.


 


on the Amendment No. 6
Indexes, measured over any period of twelve consecutive calendar months, falls
to less than [*confidential treatment requested/material filed separately*]
percent, then S&P shall have the right to terminate the licenses granted to
CBOE in Section 2(a) with respect to Amendment No. 6 Indexes;
provided, in the event of such a termination, that CBOE and any Affiliate of
CBOE shall have the right to continue to list Products based on such Amendment No. 6
Indexes outstanding on the date of the termination, and to list additional
Products based on such Amendment No. 6 Indexes in expiration months
already listed on the date of the termination and in the two near-term
expiration months until expiration of Products based on each such Amendment No. 6
Index in the last expiration month already listed on the date of such
termination.


 


(j)                                     The provisions of Sections
7(b)-(i) of this Addendum No. 1 shall survive any termination of the
License Agreement.


 


8.                                       Ownership.  (a)  In addition to the acknowledgements
set forth in Sections 3(j) and 11(a) of the License Agreement, and
subject to S&P’s acknowledgement set forth in Section 7(g) of
this Addendum No. 1, CBOE acknowledges that: (i) the S&P
Amendment No. 6 Indexes and the S&P Amendment No. 6 Marks are the
exclusive property of S&P, (ii) the S&P Amendment No. 6
Indexes and their compilation and composition are in the exclusive control, and
changes thereof are in the exclusive discretion, of S&P, and (iii) the
S&P Amendment No. 6 Indexes  and
S&P Amendment No. 6 Marks are valuable assets of S&P.  These acknowledgments are made only with
respect to the S&P Amendment No. 6 Marks and each S&P Amendment No. 6
Index itself, and not with respect to any ownership rights in any CBOE Values
that may be used as 


 


20

















 


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 the phrase “[*confidential treatment
requested/material filed separately*]”, and the omitted text has been filed
separately with the Securities and Exchange Commission.


 


input values for, or CBOE
methodology that may be used to calculate, such S&P Amendment No. 6
Index.


 


(b)                                 Subject to CBOE’s
acknowledgement as set forth in Section 7(f) of this Addendum No. 1,
S&P acknowledges that: (i) the CBOE Amendment No. 6 Indexes and
the CBOE Amendment No. 6 Marks are the exclusive property of CBOE, (ii) the
CBOE Amendment No. 6 Indexes and their compilation and composition are in
the exclusive control, and changes thereof are in the exclusive discretion, of
CBOE, and (iii) the CBOE Amendment No. 6 Indexes and CBOE Amendment No. 6
Marks are valuable assets of CBOE.  These
acknowledgments are made only with respect to the CBOE Amendment No. 6
Marks and each CBOE Amendment No. 6 Index itself, and not with respect to
any ownership rights in any S&P Values that may be used as input values
for, or S&P methodology that may be used to calculate, such CBOE Amendment No. 6
Index.


 


9.                                       Obligations
with Respect to Calculation.


 


(a)                                  CBOE shall promptly correct
or instruct its agent to correct, on a going-forward basis, any mathematical
errors made in its computations of CBOE Amendment No. 6 Indexes which are
discovered by CBOE or brought to its attention, provided that nothing in this Section shall
give S&P the right to exercise any judgment or require any changes with
respect to CBOE’s method of composing, calculating or determining such CBOE
Amendment No. 6 Indexes; and, provided further, that nothing herein shall
be deemed to modify the provisions of Section 10 of this Addendum No. 1.


 


(b)                                 S&P shall promptly
correct or instruct its agent to correct, on a going-forward basis, any
mathematical errors made in its computations of S&P Amendment No. 6
Indexes which are discovered by S&P or brought to its attention, provided
that nothing in 


 


21

















 


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 the phrase “[*confidential treatment
requested/material filed separately*]”, and the omitted text has been filed
separately with the Securities and Exchange Commission.


 


this Section shall give
CBOE the right to exercise any judgment or require any changes with respect to
S&P’s method of composing, calculating or determining such S&P
Amendment No. 6 Indexes; and, provided further, that nothing herein shall
be deemed to modify the provisions of Section 10 of this Addendum No. 1.


 


10.                                 Warranties;
Disclaimers.


 


(a)                                  S&P represents and
warrants that S&P has the right to license CBOE to use the S&P
Amendment No. 6 Marks, the S&P Underlying Indexes, and the S&P
Amendment No. 6 Indexes as provided in this Addendum No. 1.


 


(b)                                 CBOE represents and warrants
that CBOE has the right to license S&P to use the CBOE Amendment No. 6
Marks and the CBOE Amendment No. 6 Indexes as provided in this Addendum No. 1.


 


(c)                                  CBOE acknowledges that no
Products that are listed or traded on any of CBOE’s Markets are or are to be
deemed sponsored, endorsed, sold or promoted by S&P.  S&P’s only relationship to CBOE with
respect to any such Products, if any, is the licensing to CBOE of S&P
Amendment No. 6 Marks and either the S&P Underlying Index enabling
CBOE to calculate any CBOE Amendment No. 6 Index underlying such Products
or the S&P Amendment No. 6 Index underlying such Products.  S&P has no obligation to take the needs
of persons having an interest in any such Products into consideration in
determining, composing or calculating any S&P Underlying Index or S&P
Amendment No. 6 Index.  S&P has
no obligation or liability in connection with the administration, marketing or
trading of any such Products.


 


S&P SHALL OBTAIN INFORMATION FOR INCLUSION IN OR
FOR USE IN THE CALCULATION OF S&P UNDERLYING INDEXES AND S&P AMENDMENT 


 


22

















 


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 the phrase “[*confidential treatment
requested/material filed separately*]”, and the omitted text has been filed
separately with the Securities and Exchange Commission.


 


NO. 6 INDEXES FROM SOURCES
WHICH S&P CONSIDERS RELIABLE, BUT S&P DOES NOT GUARANTEE THE ACCURACY
AND/OR THE COMPLETENESS OF THE S&P UNDERLYING INDEXES AND S&P AMENDMENT
NO. 6 INDEXES OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY
FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.  S&P MAKES NO WARRANTY, EXPRESS OR
IMPLIED, AS TO RESULTS TO BE OBTAINED BY ANY PERSON OR ANY ENTITY FROM THE USE
OF THE S&P UNDERLYING INDEXES AND S&P AMENDMENT NO. 6 INDEXES OR ANY
DATA INCLUDED THEREIN IN CONNECTION WITH THE TRADING OF ANY PRODUCTS, OR FOR
ANY OTHER USE.  S&P MAKES NO EXPRESS
OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
S&P UNDERLYING INDEXES AND S&P AMENDMENT NO. 6 INDEXES OR ANY DATA
INCLUDED THEREIN.  WITHOUT LIMITING ANY
OF THE FOREGOING, EXCEPT WITH RESPECT TO A CLAIM THAT IS SUBJECT TO SECTION 15
OF THIS ADDENDUM NO. 1, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY
SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS),
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF THIS
ADDENDUM NO. 1.


 


(d)                                 S&P acknowledges that no
Products offered by a licensed third-party are or are to be deemed sponsored,
endorsed, sold or promoted by CBOE.  CBOE’s
only relationship to S&P with respect to any such Products, if any, is the
licensing of the CBOE Amendment No. 6 Indexes and the CBOE Amendment No. 6
Marks.  CBOE has no 


 


23

















 


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 the phrase “[*confidential treatment
requested/material filed separately*]”, and the omitted text has been filed
separately with the Securities and Exchange Commission.


 


obligation to take the needs
of persons having an interest in any such Products into consideration in
determining, composing or calculating the CBOE Amendment No. 6
Indexes.  CBOE has no obligation or
liability in connection with the administration, marketing or trading of any
such Products.


 


CBOE SHALL OBTAIN INFORMATION FOR INCLUSION IN OR
FOR USE IN THE CALCULATION OF THE CBOE AMENDMENT NO. 6 INDEXES FROM SOURCES
WHICH CBOE CONSIDERS RELIABLE, BUT CBOE DOES NOT GUARANTEE THE ACCURACY AND/OR
THE COMPLETENESS OF THE CBOE AMENDMENT NO. 6 INDEXES OR ANY DATA INCLUDED
THEREIN AND CBOE SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR
INTERRUPTIONS THEREIN.  CBOE MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY ANY PERSON OR ANY
ENTITY FROM THE USE OF THE CBOE AMENDMENT NO. 6 INDEXES OR ANY DATA INCLUDED
THEREIN IN CONNECTION WITH THE TRADING OF ANY PRODUCTS IN RESPECT OF WHICH CBOE
GRANTS ANY LICENSE TO USE ANY OF THE AMENDMENT NO. 6 INDEXES, OR FOR ANY OTHER
USE.  CBOE MAKES NO EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE CBOE AMENDMENT NO.
6 INDEXES OR ANY DATA INCLUDED THEREIN. 
WITHOUT LIMITING ANY OF THE FOREGOING, EXCEPT WITH RESPECT TO A CLAIM
THAT IS SUBJECT TO SECTION 15 OF THIS ADDENDUM NO. 1, IN NO EVENT SHALL
CBOE HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR


 


24














 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES,
ARISING OUT OF THIS ADDENDUM NO. 1.


 


(e)           S&P
shall cause the disclaimer language set forth in Section 10(d), or
language substantially to the same effect that is reasonably satisfactory to
CBOE (which may be language also disclaiming liability on behalf of S&P),
to be included in any license agreement pursuant to which S&P grants any
third party a license to use any CBOE Amendment No. 6 Index for any
purpose, and shall, in any such license agreement, include a requirement that
the licensee include the disclaimer language set forth in Section 10(d),
or language substantially to the same effect that is reasonably satisfactory to
CBOE (which may be language also disclaiming liability on behalf of S&P),
in any informational materials pertaining to the purpose for which the licensee
intends to use the CBOE Amendment No. 6 Index.  (In any such disclaimer language, S&P
shall replace, and shall cause the licensee to replace, the references to “CBOE
Amendment No. 6 Indexes” in Section 10(d) with references to the
particular CBOE Amendment No. 6 Index that is, or CBOE Amendment No. 6
Indexes that are, being licensed.)


 


(f)            The provisions of this Section 10
of this Addendum No. 1 shall survive any termination of the License
Agreement.


 


11.           CBOE Obligations.


 


(a)           CBOE
shall use its best efforts to protect the goodwill and reputation of S&P
and of the S&P Amendment No. 6 Marks in connection with their use
under this Addendum No. 1.  CBOE
shall maintain high standards of fairness and truthfulness in, and to the
extent practicable, shall allow S&P to review and approve all CBOE advertisements,



 


25

















 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


brochures, promotional and
information materials relating to or referring to any of the Amendment No. 6
Indexes or Products.  S&P shall treat
such promotional or information materials furnished by CBOE for S&P’s
preview as confidential pursuant to Section 11(b) of the License
Agreement.


 


(b)           As
between the parties, CBOE shall be responsible for conducting and paying for
promotional and educational efforts in connection with the marketing and
trading of Products traded on CBOE’s Markets, and S&P shall not be required
to bear any of the costs thereof.


 


(c)           CBOE
shall use its best efforts to comply with the federal securities laws and the rules of
the CBOE and OCC insofar as those laws and rules relate to trading of the
Products traded on CBOE’s Markets.  CBOE
shall take reasonable steps to ensure that the trading of Products on CBOE’s
Markets is carried out in accordance with high ethical and legal
standards.  Subject to paragraphs 8(e) and
8(f) of the License Agreement, S&P shall have no obligation or
liability in connection therewith.  This
provision is intended solely for the benefit of the parties hereto and not for
the benefit of third parties.


 


(d)           CBOE
shall use and disseminate the Amendment No. 6 Indexes, and the S&P
Amendment No. 6 Marks as used in respect thereto, only in compliance with
the terms and conditions of this Addendum No. 1 to ensure that S&P’s
rights in the S&P Amendment No. 6 Marks, the Underlying S&P
Indexes and the S&P Amendment No. 6 Indexes are in no way diminished
and/or jeopardized and shall use its best efforts to assure that the public is
in no way confused or misled as to such rights.


 


26

















 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


12.           S&P
Obligations.


 


(a)           S&P
shall use its best efforts to protect the goodwill and reputation of CBOE and
of the CBOE Amendment No. 6 Marks in connection with their use under this
Addendum No. 1.  S&P shall
maintain high standards of fairness and truthfulness in, and to the extent
practicable, shall allow CBOE to review and approve all S&P advertisements,
brochures, promotional and information materials relating to or referring to
any of the Amendment No. 6 Indexes or Products.  CBOE shall treat such promotional or
information materials furnished by S&P for CBOE’s preview as confidential
pursuant to Section 11(b) of the License Agreement.


 


(b)           S&P
shall use and disseminate the Amendment No. 6 Indexes, and the CBOE
Amendment No. 6 Marks as used in respect thereto, only in compliance with
the terms and conditions of this Addendum No. 1 to ensure that CBOE’s
rights in the CBOE Amendment No. 6 Marks and the CBOE Amendment No. 6
Indexes are in no way diminished and/or jeopardized and shall use its best
efforts to assure that the public is in no way confused or misled as to such
rights.


 


13.           Protection
of Value of Rights Granted in this Addendum No. 1.


 


(a)           In
the event S&P is notified by CBOE or otherwise becomes aware that the
S&P Amendment No. 6 Indexes are to be, or have been, used by any
person without the prior written consent of S&P in a manner inconsistent
with this Addendum No. 1, S&P may determine at its sole discretion
whether or not to take action to terminate such use of the S&P Amendment No. 6
Indexes, including initiating litigation against such person.  The parties shall confer in good faith regarding
any such action and the sharing of any expenses in connection therewith.  CBOE shall reasonably cooperate with S&P
in connection with any such action.


 


27

















 


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 the phrase “[*confidential treatment
requested/material filed separately*]”, and the omitted text has been filed
separately with the Securities and Exchange Commission.


 


(b)           In
the event CBOE is notified by S&P or otherwise becomes aware that the CBOE
Amendment No. 6 Marks or CBOE Amendment No. 6 Indexes are to be, or
have been, used by any person without the prior written consent of CBOE in a
manner inconsistent with this Addendum No. 1, CBOE may determine at its
sole discretion whether or not to take action to terminate such use of the CBOE
Amendment No. 6 Marks or CBOE Amendment No. 6 Indexes, including
initiating litigation against such person. 
The parties shall confer in good faith regarding any such action and the
sharing of any expenses in connection therewith.  S&P shall reasonably cooperate with CBOE
in connection with any such action.


 


14.           Injunctive
Relief.


 


(a)           In
the event of a material breach by CBOE of Section 11(d) of this
Addendum No. 1, CBOE acknowledges that S&P shall be entitled to
preliminary and permanent injunctive relief to enforce the provisions hereof,
but nothing herein shall preclude S&P from pursuing any action or other
remedy for any breach or threatened breach of this Addendum No. 1, all of
which shall be cumulative.


 


(b)           In
the event of a material breach by S&P of Section 12(b) of this
Addendum No. 1, S&P acknowledges that CBOE shall be entitled to
preliminary and permanent injunctive relief to enforce the provisions hereof,
but nothing herein shall preclude CBOE from pursuing any action or other remedy
for any breach or threatened breach of this Addendum No. 1, all of which
shall be cumulative.


 


15.           Indemnification.


 


(a)           Except
as provided in Section (b) below, CBOE shall indemnify and hold
harmless S&P and its affiliates (including McGraw-Hill) and their officers,
directors, 


 


28

















 


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 the phrase “[*confidential treatment
requested/material filed separately*]”, and the omitted text has been filed
separately with the Securities and Exchange Commission.


 


employees and agents against
any and all judgments, damages, costs or losses of any kind (including
reasonable attorneys’ and experts’ fees) as a result of any claim, action or proceeding
instituted after the Effective Date that arises out of or relates to (i) a
breach by CBOE of its representations, warranties and agreements hereunder), (ii) the
CBOE Amendment No. 6 Indexes or (iii) the Products traded on CBOE’s
Markets; provided, however, that S&P notifies CBOE promptly of any such
claim, action or proceeding.  CBOE shall
periodically reimburse S&P for its expenses incurred under this
Section.  S&P shall have the right,
at its own expense (including fees for its own attorneys, if any), to
participate in the defense of any claim, action or proceeding against which it
is indemnified hereunder; provided, however, it shall have no right to control
the defense, consent to judgment, or agree to settle any such claim, action or
proceeding without the written consent of CBOE without waiving the indemnity
hereunder.  CBOE, in the defense of any
such claim, action or proceeding, except with the written consent of S&P,
shall not consent to entry of any judgment or enter into any settlement which
either (i) does not include, as an unconditional term, the grant by the
claimant to S&P of a release of all liabilities in respect of such claims
or (ii) otherwise adversely affects the rights of S&P.


 


(b)           CBOE
shall not indemnify or hold harmless S&P, its affiliates and their
officers, directors, employees or agents against any and all judgments,
damages, costs or losses of any kind (including reasonable attorneys’ fees and
experts’ fees) as a result of any claim, action or proceeding that arises out
of or relates to (i) the willful or intentional misconduct or reckless or
grossly negligent conduct of any of S&P’s officers, directors, employees or
agents, (ii) miscalculation or errors in an Underlying S&P Index or
S&P Amendment No. 6 Index or any data included therein originated by
S&P or its agents 


 


29

















 


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 the phrase “[*confidential treatment
requested/material filed separately*]”, and the omitted text has been filed
separately with the Securities and Exchange Commission.


 


acting within the scope of
their authority or (iii) any breach by S&P of its representations,
warranties or agreements made in this Agreement.


 


(c)           Except
as provided in Section (d) below, S&P shall indemnify and hold
harmless CBOE and its affiliates and their officers, directors, employees and
agents against any and all judgments, damages, costs or losses of any kind
(including reasonable attorneys’ and experts’ fees) as a result of any claim,
action or proceeding instituted after the Effective Date that arises out of or
relates to (i) a breach by S&P of its representations, warranties and
agreements hereunder or (ii) the S&P Amendment No. 6 Indexes;
provided, however, that CBOE notifies S&P promptly of any such claim,
action or proceeding.  S&P shall
periodically reimburse CBOE for its expenses incurred under this Section.  CBOE shall have the right, at its own expense
(including fees for its own attorneys, if any), to participate in the defense
of any claim, action or proceeding against which it is indemnified hereunder;
provided, however, it shall have no right to control the defense, consent to
judgment, or agree to settle any such claim, action or proceeding without the
written consent of S&P without waiving the indemnity hereunder.  S&P, in the defense of any such claim,
action or proceeding, except with the written consent of CBOE, shall not
consent to entry of any judgment or enter into any settlement which either (i) does
not include, as an unconditional term, the grant by the claimant to CBOE of a
release of all liabilities in respect of such claims or (ii) otherwise
adversely affects the rights of CBOE.


 


(d)           S&P
shall not indemnify or hold harmless CBOE, its affiliates and their officers,
directors, employees or agents against any and all judgments, damages, costs or
losses of any kind (including reasonable attorneys’ fees and experts’ fees) as
a result of any claim, action or proceeding that arises out of or relates to (i) the
willful or intentional 


 


30

















 


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 the phrase “[*confidential treatment
requested/material filed separately*]”, and the omitted text has been filed
separately with the Securities and Exchange Commission.


 


misconduct or reckless or
grossly negligent conduct of any of CBOE’s officers, directors, employees or
agents, (ii) miscalculation or errors in a CBOE Amendment No. 6 Index or
any data included therein originated by CBOE or its agents acting within the
scope of their authority or (iii) any breach by CBOE of its
representations, warranties or agreements made in this Agreement.


 


(e)           These
indemnification provisions are solely for the benefit of S&P and CBOE and
are not intended to, and do not, create any rights or causes of actions on
behalf of any third party; provided, however, that, notwithstanding Section 16(b) of
the License Agreement, the provisions of this Section 15 are intended to,
and shall, confer rights and remedies on the respective related persons
expressly referred to in this Section 15 as and to the extent stated in
this Section 15.


 


16.           Relationship
to License Agreement.  In the event
of any conflict between the terms of this Addendum No. 1 and the terms of
any other part of the License Agreement with respect to the subject matter of
this Addendum No. 1, the terms of this Addendum No. 1 shall supersede
the terms of such other part with respect to the subject matter of this
Addendum No. 1.


 


31

















 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


EXHIBIT A


(to Addendum No. 1)


CATEGORIES OF PRODUCTS


 


A.                                   Category I
Products.  The
following Products are Category I Products:


 


Standardized
Option Contracts


 


B.                                     Category II
Products. The following Products are Category II Products:


 


Futures
Contracts


Options
on Futures Contracts.


 


C.                                     Category III
Products.  Any Product
within any of the following categories:


 


I.                                         OTC
(non-exchange traded) and privately placed 
investment products


 


A.                                   Any OTC (non
exchange traded) option on any Amendment No. 6 Index and having the
following characteristics:


 


1. The option is a
customized over-the-counter put or call option whose terms are subject to negotiation
between the parties;


 


2. The option is not issued
by or cleared by The Options Clearing Corporation or a similar entity; and


 


3. The option is not traded
on an Organized Securities Market (as defined in the License Agreement).


 


B.                                     Any Privately Placed
Debt Obligation (“Privately Placed Debt”), including notes, bonds, debentures,
guaranteed investment contracts, and commercial paper (whether or not evidenced
by a certificate or instrument) where the principal of, or interest payable on,
such debt obligation, or both, is linked to an Amendment No. 6 Index and
such debt obligation is privately placed and not traded on an Organized
Securities Market.


 


C.                                     Any Swap
Agreement (“Swap”) which involves the exchange of cash flows, one or more of
which is linked to an Amendment No. 6 Index; provided, however, that the
Swap (1) has individually tailored terms; (2) does not involve
exchange style offset; (3) does not involve a clearing organization or
margin system; (4) is undertaken in conjunction with a line of business; (5) is
not marketed to the public; and (6) is entered into and terminated
(whether by sale, assignment, or otherwise) based upon private negotiations.


 

















 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


D.                                    Any open-end
investment company whose investment objective is to track the price and yield
performance of an Amendment No. 6 Index and that is not listed or traded
on an Organized Securities Market.


 


II.                                     Public
Debt Obligations.  Debt
Obligations, including notes, bonds, debentures, guaranteed investment
contracts, and commercial paper (whether or not evidenced by a certificate or
instrument) where the principal of, or interest payable on, such debt
obligations, or both, is linked to an Amendment No. 6 Index, that are
listed and traded on any Organized Securities Market, but excluding ETNs (as
defined below).


 


III.                                 Non-U.S.
Dollar- Denominated Indexed Warrants.   Indexed instruments that, in exchange only
for the payment to or on behalf of the issuer of a non refundable cash premium,
give the holder the limited right to acquire from the issuer an amount of cash
representing the value of the index above or below a stated level, until a
stated expiration date; provided that such instruments are denominated in a
currency other than U.S. dollars and do not consist of put or call options that
are issued or cleared by The Options Clearing Corporation or a similar entity
or that involve issuance of a new option each time there is a trade in which an
option is acquired by a holder.


 


D.                                    Category IV
Products.  Any Product
that is not a Category I Product , a Category II Product or a Category III
Product, including:


 


Exchange-traded
funds (“ETFs”).


 


Any
exchange-traded debt securities the performance of which are linked,
substantially in their entirety, to the performance of an Amendment No. 6
Index (“Exchange-traded notes” or “ETNs”)


 


U.S.
Dollar-Denominated Indexed Warrants. 
(Indexed warrants conforming to the description in Section B(III) above
except that they are denominated in U.S. Dollars.)


 


The
parties acknowledge that if S&P enters into a license agreement with
another person authorizing such other person to use an Amendment No. 6
Index in connection with the issuance of Category IV Products or exchange traded
Category III Products overlying the Amendment No. 6 Index, nothing in this
Addendum No. 1 or the Agreement prohibits CBOE from activities in relation
to such Products that do not require a license from S&P under applicable
law, including without limitation providing a market for exchange-traded
options on ETFs or for the secondary trading of ETFs, and CBOE shall have no
obligation to pay fees to S&P with respect to such trading.


 


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 the phrase “[*confidential treatment
requested/material filed separately*]”, and the omitted text has been filed
separately with the Securities and Exchange Commission.


 


EXHIBIT B


(to Addendum No. 1)


BRANDING OF PARTICULAR AMENDMENT NO. 6 INDEXES


 


1.                                       CBOE Amendment No. 6 Indexes.  The following CBOE Amendment No. 6
Indexes shall be branded as follows:


 


The
Volatility Index based on Standardized Options Contracts on the S&P 500
that measures one-month implied volatility (i.e., VIX) will be branded as the “CBOE
Volatility Index.”


 


The
Volatility Index based on Standardized Options Contracts on the S&P 500
that measures three-month implied volatility will be branded as the “CBOE
S&P 500 3-Month Volatility Index” (acronym VXV).


 


The
Volatility Index based on the S&P 100 and Standardized Options Contracts on
the S&P 100 will be branded as the “CBOE S&P 100 Volatility Index”
(acronym VXO).


 


Any
Variance Indicator consisting of a series of realized variance values based on
the S&P 500 will be branded as a “CBOE S&P 500 Realized Variance
Indicator.”


 


Any
Variance Indicator consisting of a series of realized variance values based on
the S&P 100 will be branded as a “CBOE S&P 100 Realized Variance
Indicator.”


 


Any
Variance Indicator consisting of a series of implied variance values based on
the S&P 500 and/or Standardized Options Contracts on the S&P 500 will
be branded as a “CBOE S&P 500 Implied Variance Indicator.”


 


Any
Variance Indicator consisting of a series of implied variance values based on
the S&P 100 and/or Standardized Options Contracts on the S&P 100 will
be branded as a “CBOE S&P 100 Implied Variance Indicator.”


 


The
BuyWrite Index based on values of the S&P 500 Index and values of
Standardized Option Contracts on the S&P 500 Index with an exercise price
just above the prevailing index level (i.e., slightly out of the money) will be
branded as the “CBOE S&P 500 BuyWrite Index” (acronym BXM)


 


The
BuyWrite Index based on values of the S&P 500 Index and values of
Standardized Option Contracts on the S&P 500 Index that are 2%
out-of-the-money will be branded as the “CBOE S&P 500 2% OTM BuyWrite Index”
(acronym BXY).


 


2.                                       S&P Amendment No. 6 Indexes.  The following S&P Amendment No. 6
Indexes shall be branded as follows:


 


3

















 


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 the phrase “[*confidential treatment
requested/material filed separately*]”, and the omitted text has been filed
separately with the Securities and Exchange Commission.


 


[descriptions
may be inserted] 


 


4

















 


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 the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


EXHIBIT C


(to Addendum No. 1)


FEES


 


1.                                       Pursuant to Section 6(a) of
this Addendum No. 1, CBOE shall pay fees to S&P computed as follows:


 


[*confidential treatment requested/material filed separately*]


 


2.                                       Pursuant to Section 6(b) of
this Addendum No. 1, S&P shall pay fees to CBOE computed as follows:


 


[*confidential treatment requested/material filed separately*]


 


The
parties acknowledge and agree that the Fee Schedule set forth in this Exhibit C
shall have effect from and after July 1, 2007.


 


The
parties agree that the terms upon which License Fees are calculated pursuant to
this Exhibit C shall be considered confidential information of each party
for purposes of Subsection 11(b) of the License Agreement.