SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HÖEGH LNG PARTNERS LPLimited Partnership Agreement • October 5th, 2017 • Hoegh LNG Partners LP • Water transportation • Marshall Islands
HÖEGH LNG PARTNERS LP 6,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2016 • Hoegh LNG Partners LP • Water transportation • New York
Date of Agreement THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT CODE NAME: “SHIPMAN 98”Standard Ship Management Agreement • July 3rd, 2014 • Hoegh LNG Partners LP • Water transportation • London
Owners (name, place of registered office and law of registry) (Cl. 1) Managers (name, place of registered office and law of registry) (Cl. 1)
USD300,000,000 FACILITY AGREEMENT Dated 20 December 2007 for SRV JOINT GAS TWO LTD arranged by CALYON DNB NOR BANK ASA FORTIS BANK (NEDERLAND) NV, OSLO BRANCH LLOYDS TSB BANK PLC MIZUHO CORPORATE BANK, LTD. SUMITOMO MITSUI BANKING CORPORATION,...Facility Agreement • April 24th, 2015 • Hoegh LNG Partners LP • Water transportation
HÖEGH LNG PARTNERS LP 4,000,000 8.75% Series A Cumulative Redeemable Preferred Units UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2017 • Hoegh LNG Partners LP • Water transportation • New York
OMNIBUS AGREEMENT AMONG HÖEGH LNG HOLDINGS LTD., HÖEGH LNG PARTNERS LP, HÖEGH LNG GP LLC AND HÖEGH LNG PARTNERS OPERATING LLCOmnibus Agreement • April 24th, 2015 • Hoegh LNG Partners LP • Water transportation
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among Höegh LNG Holdings Ltd., a limited company organized under the laws of Bermuda (“Höegh”), Höegh LNG Partners LP, a Marshall Islands limited partnership (the “MLP”), Höegh LNG GP LLC, a Marshall Islands limited liability company and the general partner of the MLP (including any permitted successors and assigns under the MLP Agreement (as defined herein)) (the “General Partner”), and Höegh LNG Partners Operating LLC, a Marshall Islands limited liability company and wholly owned subsidiary of the MLP.
COMMERCIAL AND ADMINISTRATION MANAGEMENT AGREEMENT between SRV JOINT GAS LTD. and HÖEGH LNG ASManagement Agreement • July 3rd, 2014 • Hoegh LNG Partners LP • Water transportation
SRV Joint Gas Ltd. (the “Owner”) of c/o Appleby Corporate Services (Cayman) Limited, P.O. Box 1350 GT, Clifton House, 76 Fort Street, George Town, Grand Cayman, Cayman Islands; and
Höegh LNG Partners LP Common Units Representing Limited Partner Interests and 8.75% Series A Cumulative Redeemable Preferred Units Representing Limited Partner Interests At-the-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • October 18th, 2019 • Hoegh LNG Partners LP • Water transportation • New York
CONTRIBUTION, PURCHASE AND SALE AGREEMENTContribution, Purchase and Sale Agreement • December 1st, 2016 • Hoegh LNG Partners LP • Water transportation • New York
This CONTRIBUTION, PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of December 1, 2016 is made by and among Höegh LNG Holdings Ltd., a Bermuda exempted company (“Höegh LNG”), Höegh LNG Ltd., a Bermuda exempted company (“Höegh LNG Ltd.”), Höegh LNG Partners LP, a Marshall Islands limited partnership (the “Partnership”), and Höegh LNG Partners Operating LLC, a Marshall Islands limited liability company (the “Operating Company”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
Date 31 August 2010 MITSUI O.S.K. LINES, LTD. as Seller TOKYO LNG TANKER CO., LTD. as Purchaser HÖEGH LNG LIMITED and SRV JOINT GAS TWO LIMITED NOVATION DEED Watson, Farley & Williams LondonNovation Deed • July 3rd, 2014 • Hoegh LNG Partners LP • Water transportation • Tokyo
administrative services AGREEMENT between Hoegh LNG Services Ltd AND Höegh LNG ASAdministrative Services Agreement • April 24th, 2015 • Hoegh LNG Partners LP • Water transportation • England and Wales
THIS ADMINISTRATIVE SERVICES AGREEMENT is entered into on, and effective as of, 2 July, 2014 (this “Agreement”), between Hoegh LNG Services Ltd, a company limited by shares registered in England and Wales with company number 9058496 and a wholly owned subsidiary of the Operating Company (as defined below) (“Höegh UK”), and Höegh LNG AS, a Norwegian private limited liability company (“Höegh Norway”), each a “Party” and collectively, the “Parties.”
Dated 12 SEPTEMBER 2013 PT HOEGH LNG LAMPUNG with THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. DBS BANK LTD KOREA DEVELOPMENT BANK OVERSEA-CHINESE BANKING CORPORATION LIMITED and STANDARD CHARTERED BANK as Mandated Lead Arrangers STANDARD CHARTERED BANK as...Facility Agreement • April 24th, 2015 • Hoegh LNG Partners LP • Water transportation
Name Höegh LNG AS Name Höegh LNG Fleet Management AS Place of registered office Drammensveien 134, 0277 Oslo, Norway Place of registered office Drammensveien 134, 0277 Oslo, Norway Law of registry Norway Law of registry NorwayManagement Agreement • June 24th, 2014 • Hoegh LNG Partners LP • Water transportation
The Vessel will be crewed by 26 to 30 qualified crew under normal trading conditions. The vessel will utilize mix of officers from Europe and Indonesia with Indonesian ratings.
administrative services AGREEMENT AMONG HÖEGH LNG PARTNERS LP, HÖEGH LNG Partners Operating LLCAdministrative Services Agreement • April 24th, 2015 • Hoegh LNG Partners LP • Water transportation • England and Wales
THIS ADMINISTRATIVE SERVICES AGREEMENT is entered into on, and effective as of, 2 July, 2014 (this “Agreement”), among Höegh LNG Partners LP, a Marshall Islands limited partnership (the “MLP”), Höegh LNG Partners Operating LLC, a Marshall Islands limited liability company and wholly owned subsidiary of the MLP (the “Operating Company”), and Hoegh LNG Services Ltd, a company limited by shares registered in England and Wales with company number 9058496 and a wholly owned subsidiary of the Operating Company (“Höegh UK”), each a “Party” and collectively, the “Parties.”
MITSUI O.S.K. LINES, LTD. and HÖEGH LNG PARTNERS OPERATING LLC and TOKYO LNG TANKER CO., LTDShareholders’ Agreement • April 24th, 2015 • Hoegh LNG Partners LP • Water transportation
PT Hoegh LNG Lampung Hoegh LNG Shipping Services Pte Ltd Master maintenance agreementMaster Maintenance Agreement • July 3rd, 2014 • Hoegh LNG Partners LP • Water transportation
PT Hoegh LNG Lampung, a limited liability company duly established and existing under the laws of the Republic of Indonesia and having its registered office at J1 Jenderal Sudirman Kay 1, Jakarta 10220, Indonesia (“PT Hoegh”)
ContractShipman 2009 Standard Ship Management Agreement • April 28th, 2016 • Hoegh LNG Partners LP • Water transportation
Copyright, published by BIMCO Explanatory Notes for SHIPMAN 2009 are available from BIMCO at www.bimco.org First published 1988. Revised 1998 and 2009 Approved by the International Ship Managers’ Association
Execution VersionTechnical Information and Services Agreement • July 3rd, 2014 • Hoegh LNG Partners LP • Water transportation
PT Hoegh LNG Lampung, a limited liability company duly established and existing under the laws of the Republic of Indonesia and having its registered office at Jl Jenderal Sudirman Kav 1, Jakarta 10220, Indonesia (“PT Hoegh”)
CONTRIBUTION, PURCHASE AND SALE AGREEMENT Dated as of [ ], 2014Contribution, Purchase and Sale Agreement • July 24th, 2014 • Hoegh LNG Partners LP • Water transportation • New York
This CONTRIBUTION, PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of [ ], 2014, is made by and among Höegh LNG Holdings Ltd., a Bermuda exempted company (“Höegh LNG”), Höegh LNG Ltd., a Bermuda exempted company (“Höegh LNG Ltd.”), Höegh LNG Partners LP, a Marshall Islands limited partnership (the “Partnership”), Höegh LNG GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership (the “General Partner”), and Höegh LNG Partners Operating LLC, a Marshall Islands limited liability company (the “Operating Company”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
GLOBAL LNG SAS and TOTAL GAS & POWER LIMITED, London, Meyrin - Geneva Branch and AND SRV JOINT GAS TWO LTD.Deed of Novation and Amendment • April 3rd, 2020 • Hoegh LNG Partners LP • Water transportation
AGREEMENT AND PLAN OF MERGER Dated as of May 25, 2022 among Höegh lng holdings ltd., HOegh LNG MERGER SUB LLC, Höegh lng PARTNERS LP, and Höegh lng GP LLCMerger Agreement • September 23rd, 2022 • Hoegh LNG Partners LP • Water transportation • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 25, 2022 (this “Agreement”), is by and among Höegh LNG Partners LP, a Marshall Islands limited partnership (“MLP”), Höegh LNG GP LLC, a Marshall Islands limited liability company and the general partner of MLP (the “General Partner”), Höegh LNG Holdings Ltd., a Bermuda exempted company (“Parent”), and Hoegh LNG Merger Sub LLC, a Marshall Islands limited liability company and a wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent and the General Partner, the “Sponsor Entities”). Each of MLP, the General Partner, Parent and Merger Sub are referred to herein individually as a “Party” and collectively as the “Parties.”
Dated 20 December 2019 Between SRV JOINT GAS LTD. as Borrower and DNB BANK ASA (formerly known as DnB NOR BANK ASA) as Security Trustee and as Agent for the Finance Parties AMENDMENT AGREEMENT RELATING TO A USD300,000,000 TERM FACILITY AGREEMENT DATED...Amendment Agreement • April 3rd, 2020 • Hoegh LNG Partners LP • Water transportation
ContractSRV LNG Carrier Time Charterparty • April 3rd, 2020 • Hoegh LNG Partners LP • Water transportation
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).
AMENDMENT AND RESTATEMENT AGREEMENT OF THE ORIGINAL LEASE, OPERATION AND MAINTENANCE AGREEMENT dated 25 January, 2012 between PT Perusahaan Gas Negara (Persero) Tbk and Höegh LNG Ltd. Dated:17 October 2012Lease, Operation and Maintenance Agreement • July 3rd, 2014 • Hoegh LNG Partners LP • Water transportation
SRV JOINT GAS LTD. as Borrower arranged by MIZUHO BANK, LTD. SMBC BANK EU AG as Original Mandated Lead Arrangers with MIZUHO BANK, LTD. as Agent MIZUHO BANK, LTD. as Security Agent MIZUHO BANK, LTD. SMBC BANK EU AG as Hedging Coordinators MIZUHO BANK,...Facility Agreement • April 25th, 2022 • Hoegh LNG Partners LP • Water transportation • England
Clause Page Section 1 - Interpretation 1 1 Definitions and interpretation 1 Section 2 - The Facility 31 2 The Facility 31 3 Purpose 31 4 Conditions of Utilisation 31 Section 3 - Utilisation 33 5 Utilisation 33 Section 4 - Repayment, Prepayment and Cancellation 34 6 Repayment 34 7 Illegality, prepayment and cancellation 34 8 Restrictions 38 Section 5 - Costs of Utilisation 40 9 Interest 40 10 Interest Periods 41 11 Changes to the calculation of interest 41 12 Fees 42 Section 6 - Additional Payment Obligations 44 13 Tax gross-up and indemnities 44 14 Increased Costs 49 15 Other indemnities 50 16 Mitigation by the Lenders 53 17 Costs and expenses 53 Section 7 - Representations, Undertakings and Events of Default 56 18 Representations 56 19 Information undertakings 63 20 Financial covenants 66 21 General undertakings 66 22 Dealings with Ship 70
ADMINISTRATIVE SERVICES AGREEMENT AMONG HÖEGH LNG PARTNERS LP, HÖEGH LNG PARTNERS OPERATING LLC AND HOEGH LNG SERVICES LTDAdministrative Services Agreement • July 3rd, 2014 • Hoegh LNG Partners LP • Water transportation • England and Wales
THIS ADMINISTRATIVE SERVICES AGREEMENT is entered into on, and effective as of, 2 July, 2014 (this “Agreement”), among Höegh LNG Partners LP, a Marshall Islands limited partnership (the “MLP”), Höegh LNG Partners Operating LLC, a Marshall Islands limited liability company and wholly owned subsidiary of the MLP (the “Operating Company”), and Hoegh LNG Services Ltd, a company limited by shares registered in England and Wales with company number 9058496 and a wholly owned subsidiary of the Operating Company (“Höegh UK”), each a “Party” and collectively, the “Parties.”
REVOLVING LOAN AGREEMENTRevolving Loan Agreement • April 24th, 2015 • Hoegh LNG Partners LP • Water transportation • New York
THIS REVOLVING LOAN AGREEMENT (this “Agreement”) is made and entered into as of August 12, 2014 by and among Höegh LNG Holdings Ltd., a Bermuda company (the “Lender”) and Höegh LNG Partners LP, a Marshall Islands limited partnership (the “Borrower”).
REVOLVING LOAN AGREEMENT dated as of [ ], 2014 between Höegh LNG Partners LP as Borrower and Höegh LNG Holdings Ltd. as LenderRevolving Loan Agreement • June 24th, 2014 • Hoegh LNG Partners LP • Water transportation • New York
THIS REVOLVING LOAN AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2014 by and among Höegh LNG Holdings Ltd., a Bermuda company (the “Lender”) and Höegh LNG Partners LP, a Marshall Islands limited partnership (the “Borrower”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 26th, 2022 • Hoegh LNG Partners LP • Water transportation • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of May 25, 2022 (the “Agreement”), is by and between Höegh LNG Holdings Ltd., a Bermuda exempted company (“Parent”), and Höegh LNG Partners LP, a Marshall Islands limited partnership (“MLP”).
CONTRIBUTION, PURCHASE AND Sale AGREEMENTContribution, Purchase and Sale Agreement • April 24th, 2015 • Hoegh LNG Partners LP • Water transportation • New York
This CONTRIBUTION, PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of August 8, 2014, is made by and among Höegh LNG Holdings Ltd., a Bermuda exempted company (“Höegh LNG”), Höegh LNG Ltd., a Bermuda exempted company (“Höegh LNG Ltd.”), Höegh LNG Partners LP, a Marshall Islands limited partnership (the “Partnership”), Höegh LNG GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership (the “General Partner”), and Höegh LNG Partners Operating LLC, a Marshall Islands limited liability company (the “Operating Company”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
As of 26 November 2013 LEIF HÖEGH (UK) LIMITED - and - Richard Tyrrell EMPLOYMENT CONTRACTEmployment Contract • July 3rd, 2014 • Hoegh LNG Partners LP • Water transportation
Execution VersionMaster Spare Parts Supply Agreement • July 3rd, 2014 • Hoegh LNG Partners LP • Water transportation
PT Hoegh LNG Lampung, a limited liability company duly established and existing under the laws of the Republic of Indonesia and having its registered office at J1Jenderal Sudirman Kav 1, Jakarta 10220, Indonesia (“PT Hoegh”)
AMENDMENT NO. 7 To SRV LNG CARRIER TIME CHARTERPARTY DATED 20 March 2007 Between SRV JOINT GAS TWO LTD And TOTALENERGIES GAS & POWER LIMITED, London, Meyrin – Geneva Branch DATED _18th_ October 2021SRV LNG Carrier Time Charterparty • April 25th, 2022 • Hoegh LNG Partners LP • Water transportation
This amendment no. 7 (“Amendment No. 7”) to the Charter (as defined in the Recitals below) is made on this 18th October 2021, and forms an integral part of the Charter as set out in Clause 2 of this Amendment No. 7.
AMENDMENT NO. 2 TO REVOLVING LOAN AGREEMENTRevolving Loan Agreement • April 6th, 2018 • Hoegh LNG Partners LP • Water transportation • New York
This Amendment No. 2 to Revolving Loan Agreement dated as of January 29, 2018 (this “Amendment”) is between Höegh LNG Partners LP, a Marshall Islands limited partnership (the “Borrower”), and Höegh LNG Holdings Ltd., a Bermuda company (the “Lender”).
LMA SUSPENSION AGREEMENTLma Suspension Agreement • April 25th, 2022 • Hoegh LNG Partners LP • Water transportation • England and Wales
This LMA Suspension Agreement (this “Agreement”), dated as of 22 December, 2021, is made by and among (1) Hoegh LNG Cyprus Limited, a company organized under the laws of Cyprus (“Vessel Owner”), (2) Höegh LNG Chartering, LLC, a company organized under the laws of the Marshall Islands (“Charterer”), (3) Höegh LNG Ltd. a company organized under the laws of Bermuda (“HLNG”) and (4) Höegh LNG Partners LP, a Marshall Islands limited partnership (“HMLP”), with Vessel Owner, Charterer; HLNG and HMLP being sometimes individually referred to as a “Party”, and collectively as the “Parties”.
