Amendment No.1 To The Software License Agreement

Exhibit 10.15


Confidential Treatment Requested by CBOT Holdings, Inc.


EXECUTION

AMENDMENT NO. 1

TO THE

SOFTWARE LICENSE AGREEMENT

This Amendment No. 1 to the Software License Agreement (this " Amendment" ), by and among LIFFE Administration and Management, a company incorporated in England and Wales (" LIFFE" ) and Board of Trade of the City of Chicago, Inc., a Delaware corporation (the " CBOT" ), is dated as of April 23, 2004 (the " Amendment Effective Date" ).

Recitals

A. LIFFE and the CBOT are parties to that certain Software License Agreement dated as of January 10, 2003 (the " SLA" ). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the SLA.


B. The CBOT is a designated contract market for [**] futures and options on futures and wishes to list [**] futures and options on futures. Pursuant to the terms of the SLA, the CBOT previously agreed that the license granted under the SLA would include the right to use the Licensed Technology with such products only pursuant to a joint listing arrangement mutually agreed upon by LIFFE and the CBOT.


C. Subsequent to the execution of the SLA, LIFFE and the CBOT have agreed that the CBOT may offer [**] futures and options on futures for trading via the Licensed Technology, subject to the terms and conditions of the SLA and this Amendment.

D. Section 23 of the SLA provides that the SLA may be amended only by an instrument in writing signed on behalf of each of the Parties thereof.


E. LIFFE and the CBOT desire to amend the SLA as set forth below.


Agreements


In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


1. Amendments to Section 1 . Section 1 of the SLA is hereby amended to include the following definitions:


" Amendment Effective Date" means April 23, 2004.


" [**] Royalty" shall have the meaning set forth in Schedule I , Part 3 .


" [**] Termination" shall have the meaning set forth in Section 12.5 .


" CBOT [**] Market Data" means any representation that conveys, either directly or indirectly, information and data pertaining to CBOT [**] Products traded on the CBOT

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY WITH THE SECURITIES

AND EXCHANGE COMMISSION. OMITTED PORTIONS INDICATED BY [**].


Confidential Treatment Requested by CBOT Holdings, Inc.

Trading Facility, including, but not limited to, market prices of such futures or options on futures, trade prices, opening and closing price ranges, high-low prices, settlement prices, estimated and actual contract volume, information regarding market activity including exchange for physical transactions and other off-exchange trades, best bid, best offer, the size of the best bid or best offer or a discrete number of best bids and best offers then pending on the CBOT Trading Facility, along with the corresponding size of each bid and offer.

" CBOT [**] Products" means [**] futures and options on futures listed on the CBOT Electronic Exchange and/or on the CBOT Open Outcry Facility.


" CBOT [**] Trading Fees" means fees for the provision of trade matching services in respect of trades of CBOT [**] Products matched on the CBOT Trading Facility. CBOT [**] Trading Fees do not include:


" CBOT [**] Trading Fee Revenue" means the CBOT [**] Trading Fees received by the CBOT, [**] with respect to (a) trades of CBOT [**] Products matched on the CBOT Trading Facility and/or (b) the CBOT [**] Trading Fees, as applicable. CBOT [**] Trading Fee Revenue shall not be less than [**].


CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS INDICATED BY [**].

2

Confidential Treatment Requested by CBOT Holdings, Inc.

" CBOT Trading Facility" means, collectively, the CBOT Electronic Exchange and the CBOT Open Outcry Facility, as applicable.


" Clearing Fees" means those fees assessed in respect of the provision of clearing services.


" [**] Contract" means that [**] futures contract described by the specifications attached hereto as Schedule J , as such specifications may be amended or modified from time to time by the CBOT in its discretion.


" Exchange For Physical Transactions" means the futures component of certain off-exchange transactions which

(a) with respect to LIFFE, are referred to as basis trades and are described in Euronext.liffe Trading Procedures 4.2 and, with respect to CBOT, are described in CBOT Regulation 444.01(c), (d) or (f); and

(b) are (1) submitted by a clearing member to the relevant Party or its clearing organization as such; (2) processed by the relevant Party or its clearing organization as such; and (3) cleared by the relevant clearing organization as such.


" Interface Sublicense and Connection Agreement" means an Interface Sublicense and Connection Agreement which encompasses, without limitation, the Interface Sublicense Agreement and is entered into by the CBOT and one or more Sublicensees, as such agreement may be amended from time to time (subject to Section 5.1 of the SLA).

" LIFFE [**] Market Data" means any representation that conveys, either directly or indirectly, information and data pertaining to LIFFE [**] Products traded on the LIFFE Market, including, but not limited to, market prices of such futures or options on futures, trade prices, opening and closing price ranges, high-low prices, settlement prices, estimated and actual contract volume, information regarding market activity including exchange for physical transactions and other off-exchange trades, best bid, best offer, the size of the best bid or best offer or a discrete number of best bids and best offers then pending on the LIFFE Market, along with the corresponding size of each bid and offer.


" LIFFE [**] Products" means [**] futures and options on futures listed on the LIFFE Market.

" LIFFE [**] Trading Fees" means fees for the provision of trade matching services in respect of trades of LIFFE [**] Products matched on the LIFFE Market. LIFFE [**] Trading Fees do not include:

(a)


CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS INDICATED BY [**].

3

Confidential Treatment Requested by CBOT Holdings, Inc.

" LIFFE [**] Trading Fee Revenue" means LIFFE [**] Trading Fees received by LIFFE, [**] with respect to (a) trades of LIFFE [**] Products matched on the LIFFE Market and/or (b) the LIFFE [**] Trading Fees. LIFFE [**] Trading Fee Revenue shall not be less than [**].

" LIFFE Market" means the markets administered by LIFFE or an Affiliate of LIFFE.


The following definitions from Section 1 of the SLA are hereby amended and restated in their entirety as follows:


" Products Outside CBOT Field of Use" means [**].

" Products Within CBOT Non-Exclusive Field of Use" means [**].

2. Amendment to Section 3 . Section 3.7 of the SLA is hereby deleted in its entirety. As of the Amendment Effective Date, subject to the terms of the SLA, as hereby amended, [**]."

3. Amendment to Section 11 . Section 11.2 of the SLA is hereby amended to include the following Section 11.2.3: 11.2.3 [**] Arrangement . LIFFE may, upon thirty (30) days' prior written notice to the CBOT, terminate the rights and obligations of the Parties as set forth in Schedule I , Part 3 , in the exercise of its own judgment without limitation as to time.

4. Amendment to Section 12 . Section 12 of the SLA is hereby amended to include the following Section 12.5:

12.5 CBOT [**] Products . In the event LIFFE exercises its right of termination pursuant to Section 11.2.3 (the " [**] Termination" ), the CBOT [**]


CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS INDICATED BY [**].

4

Confidential Treatment Requested by CBOT Holdings, Inc.

Products shall, subject to the terms of this Agreement (including Section 3.4 of this Agreement), [**] hereunder; provided, however, that:

(a) the CBOT shall not be liable to pay LIFFE any CBOT [**] Trading Fee Revenue in connection with any CBOT [**] Product trades matched on the CBOT Trading Facility subsequent to the effective date of the [**] Termination; and

(b) LIFFE shall have no obligation to pay the CBOT any LIFFE [**] Trading Fee Revenue in connection with LIFFE [**] Product trades matched on the LIFFE Market subsequent to the effective date of the [**] Termination.


5. Amendment to Section 13 . Section 13 of the SLA is hereby amended and restated in its entirety as follows:

13. Proprietary Rights

13.1 LIFFE Property . As between the CBOT and LIFFE, all rights, title and interest in and to the Licensed Technology and all portions thereof ( excluding the third party software specified in Schedule G ), including but not limited to, all Development Services Deliverables; all Upgrades (including Bug Fixes created by or on behalf of the CBOT pursuant to Section 7.1(d) ); all Confidential Information of LIFFE; all Documentation; the Equipment; LIFFE [**] Market Data; all other materials whatsoever r ...