|
Exhibit 10.5
CONFIDENTIAL
PORTIONS HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION").
AMENDMENT TO THE
LICENSE AGREEMENT
DATED AS OF APRIL 10, 2006
Amendment
(“Amendment”) dated as of December 4, 2007, by and
among New
York Mercantile Exchange, Inc. (“NYMEX”);
United States
Oil Fund, LP (“USOF”); United States Natural Gas
Fund, LP (“USNG”); United States Gasoline
Fund, LP (“USGF”); United States Heating Oil
Fund, LP (“USHO”); Victoria Bay Asset
Management, LLC (“Victoria Bay”) (NYMEX,
USOF, USNG, USGF, USHO and Victoria Bay, collectively, the
“Original Parties”); United States 12 Month
Oil Fund, LP (“US12OF”); and United States 12 Month
Natural Gas Fund, LP (“US12NG”) (US12OF and
US12NG, the “New Parties”).
WHEREAS,
the Original Parties are parties to that certain License
Agreement entered into as of April 10, 2006 (the
“Agreement”); and
WHEREAS,
the Original Parties hereby agree to amend the Agreement by
this Amendment and to add the New Parties as parties to the
Agreement as amended by this Amendment;
WHEREAS,
the New Parties wish to become parties to the Agreement as
amended by this Amendment;
NOW,
THEREFORE, the Original Parties and the New Parties hereto
agree as follows:
1.
Amendment of
the Agreement.
(a)
The introductory paragraph of the Agreement is hereby amended
to read as follows:
This
License Agreement (“Agreement”) is entered into as
of April 10, 2006 (“Effective Date”), by and
between New
York Mercantile Exchange, Inc. , a Delaware corporation
located at One North End Avenue, World Financial Center, New
York, New York 10282-1101 (“Licensor”);
United States
Oil Fund, LP (“USOF”), a Delaware limited
partnership located at 1320 Harbor Bay Parkway, Suite 145,
Alameda, California 94502; United States Natural Gas
Fund, LP (“USNG”), a Delaware limited
partnership located at 1320 Harbor Bay Parkway, Suite 145,
Alameda, California 94502; United States Gasoline
Fund, LP (“USGF”), a Delaware limited
partnership located at 1320 Harbor Bay Parkway, Suite 145,
Alameda, California 94502; United States Heating Oil
Fund, LP (“USHO”), a Delaware limited
partnership located at 1320 Harbor Bay Parkway, Suite 145,
Alameda, California 94502; United States 12 Month
Oil Fund, LP (“US12OF”), a Delaware limited
partnership located at 1320 Harbor Bay Parkway, Suite 145,
Alameda, California 94502; United States 12 Month
Natural Gas Fund, LP (“US12NG”), a Delaware
limited partnership located at 1320 Harbor Bay Parkway, Suite
145, Alameda, California 94502; and Victoria Bay Asset
Management, LLC ( “Victoria Bay”), a
Delaware limited liability company located at 1320 Harbor Bay
Parkway, Suite 145, Alameda, California 94502 (USOF, USNG,
USGF, USHO, US12OF and US12NG and Victoria Bay, collectively,
the “Licensees”) (Licensees and Licensor,
collectively, the “Parties”).
(b)
The second “Whereas” clause in the Agreement is
hereby amended to read as follows:
WHEREAS , USOF, USNG, USGF, USHO, US12OF, US12NG, and
Victoria Bay, the general partner of each of USOF, USNG, USGF,
USHO, US12OF and US12NG, seek to enter into a license agreement
with Licensor in connection with which USOF, USNG, USGF, USHO,
US12OF and US12NG would obtain from Licensor a non-exclusive
license to use certain of Licensor’s settlement prices and
service marks pursuant to the terms of such license agreement and
Licensor would provide USOF, USNG, USGF, USHO, US12OF and US12NG
with a limited, worldwide, non-exclusive, non-transferable license
to use such settlement prices and service marks on the terms and
conditions set forth in such license agreement; and
(c)
The following definitions in “1. Definitions” in
the Agreement is hereby amended to read as
follows:
1.2
“ Face
Amount ” shall mean, as to each type of
Securities (i.e., the Crude Oil Securities, the Natural Gas
Securities, the Gasoline Securities, the Heating Oil
Securities, the 12 Month Crude Oil Securities, and the 12
Month Natural Gas Securities, as defined in Paragraph 1.13
herein), the multiplicative product of the factors (x) and (y)
calculated as described below on each day that such type of
Securities was traded on the American Stock Exchange (or such
other stock exchange on which the Securities are currently
traded) during the Payment Quarter: (x) the number
of that type of Securities outstanding on each such day,
multiplied by (y) the net asset value of each of the
Securities of that type, calculated for such day as described
in the Prospectus for that type of Securities.
1.4
“ Licensees
” shall mean United States Oil Fund, LP, United States
Natural Gas Fund, LP, United States Gasoline Fund, LP, United
States Heating Oil Fund, LP, United States 12 Month Oil Fund,
LP, United States 12 Month Natural Gas Fund, LP, and Victoria
Bay Asset Management, LLC.
1.6
“ Market
Data ” shall mean, with respect to:
(1) USOF, USNG, USGF, and
USHO, the settlement prices (on a rolling basis) for the
front (or spot) month, and the three months immediately
thereafter for each of the futures contracts listed on
Exhibit A;
(2) US12OF , the
settlement prices (on a rolling basis) for the front (or
spot) month, and the thirteen months immediately thereafter
for the Light Sweet Crude Oil futures contract listed on
Exhibit A; and
(3) US12NG , the
settlement prices (on a rolling basis) for the front (or
spot) month, and the thirteen months immediately thereafter
for the Natural Gas futures contract listed on Exhibit
A.
1.12
“
Prospectus
” shall mean
(a) the prospectuses, and any amendments thereto, contained in the
Registration Statement filed with the Securities and Exchange
Commission on May 16, 2005, File Number 333-124950, by USOF and
used in connection with the offering and sale of the Crude Oil
Securities (as defined in Paragraph 1.13 herein), (b) the
prospectuses, and any amendments thereto, contained in the
Registration Statement filed with the Securities and Exchange
Commission on October 6, 2006, File Number 333-137871, by USNG and
used in connection with the offering and sale of the Natural Gas
Securities (as defined in Paragraph 1.13 herein), (c) the
prospectuses, and any amendments thereto, contained in the
Registration Statement filed with the Securities and Exchange
Commission on April 18, 2007, File Number 333-142206, by USGF and
used in connection with the offering and sale of the Gasoline
Securities (as defined in Paragraph 1.13 herein), (d) the
prospectuses, and any amendments thereto, contained in the
Registration Statement filed with the Securities and Exchange
Commission on April 19, 2007, File Number 333-142211, by USHO and
used in connection with the offering and sale of the Heating Oil
Securities (as defined in Paragraph 1.13 herein), (e) the
prospectuses, and any amendments thereto, contained in the
Registration Statement filed with the Securities and Exchange
Commission on November 16, 2007, File Number 333-144348, by US12OF
and used in connection with the offering and sale of the 12 Month
Crude Oil Securities (as defined in Paragraph 1.13 herein), and (f)
the prospectuses, and any amendments thereto, contained in the
Registration Statement filed with the Securities and Exchange
Commission on July 6, 2007, File Number 333-144409, by US12NG and
used in connection with the offering and sale of the 12 Month
Natural Gas Securities (as defined in Paragraph 1.13 herein), and
the def
|
