Exhibit 10.7
AMENDMENT
AGREEMENT
DATED AS OF OCTOBER 27,
2008
TO THE ADMINISTRATIVE AGENCY
AGREEMENT
DATED AS OF FEBRUARY 7,
2008
AMENDMENT
AGREEMENT (the
“Amendment”) dated as of October 27, 2008 among
BROWN BROTHERS HARRIMAN & CO.
(“BBH”) , UNITED STATES COMMODITY FUNDS
LLC (“USCF”), formerly known as Victoria Bay Asset
Management, LLC, and UNITED STATES GASOLINE FUND, LP
(“USG”).
WITNESSETH
The parties
have previously entered into that certain Administrative Agency
Agreement dated as of February 7, 2008 (the
“Agreement”). The parties have agreed to
amend the Agreement in accordance with the terms of this
Amendment.
NOW, THEREFORE,
in consideration of the mutual agreements herein contained, BBH,
USCF and USG hereby acknowledge and agree as follows:
1.
Amendment of the Agreement. Upon execution of
this Amendment by BBH, USCF and USG, the Agreement shall be hereby
amended as follows:
Section 12.1 of
the Agreement shall be deleted in its entirety and replaced with
the following:
12.1 This
Agreement shall have an initial term of two (2) years from the date
hereof. Thereafter, this Agreement shall automatically renew for
successive one (1) year periods unless any party terminates this
Agreement by providing written notice no later than seventy-five
(75) days prior to the expiration of the applicable term to the
other parties at their address set forth herein. Upon
the completion of the initial term, either the Administrator, on
the one hand, or the General Partner, on the other hand, may elect
to terminate this Agreement at any time by delivering ninety (90)
days notice thereof to the other party. Notwithstanding the
foregoing provisions, any party may terminate this Agreement at any
time (a) for cause, which is a material breach of the Agreement not
cured within sixty (60) days of written notice of such breach, in
which case termination shall be effective upon receipt of written
notice by the non-terminating parties, or (b) upon thirty (30)
days’ written notice to the other parties in the event that a
party is adjudged bankrupt or insolvent, or there shall be
commenced against such party a case under any applicable
bankruptcy, insolven
