AMENDED AND RESTATED SHAREHOLDERS’ LOAN AGREEMENT Dated 26th January 2022 entered into between Höegh LNG Partners Operating LLC and Mitsui O.S.K. Lines, Ltd. and Tokyo LNG Tanker Co., Ltd. as Lenders and SRV Joint Gas Ltd. as Borrower
Exhibit 4.39
AMENDED AND RESTATED
SHAREHOLDERS’ LOAN AGREEMENT
Dated 26th January 2022
entered into between
Höegh LNG Partners Operating LLC
and
Mitsui O.S.K. Lines, Ltd.
and
Tokyo LNG Tanker Co., Ltd.
as Lenders
and
SRV Joint Gas Ltd.
as Borrower
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THIS AMENDED AND RESTATED AGREEMENT (the “A&R Agreement”) is made effective as of 26th day of January 2022, and entered into between:
(1) | Höegh LNG Partners Operating LLC, a company incorporated pursuant to the laws of Xxxxxxxx Islands, having its principal address at Canon’s Court, 00 Xxxxxxxx Xxxxxx, Xxxxxxxx XX00, Bermuda (“HLPO”); |
(2) | Mitsui O.S.K. Lines, Ltd., a company incorporated pursuant to the laws of Japan, having its principal offices at 0-0, Xxxxxxxxx, 0-Xxxxx, Xxxxxx-xx, Xxxxx, Xxxxx 105-8688 (“MOL”); |
(3) | Tokyo LNG Tanker Co. Ltd., a company incorporated pursuant to the laws of Japan, having its principal offices at 0-0-00, Xxxxxx, Xxxxxx-xx, Xxxxx, Xxxxx 105-8527 (“TLT”); |
(each the “Lender”, and collectively the “Lenders” or the “Shareholders”);
and
(4)SRV Joint Gas Ltd., a company incorporated pursuant to the laws of the Cayman Islands, having its registered offices at Windward 0, Xxxxxxx Xxxxxx Xxxx, Xxxxx Xxxxxx XX0-0000, Cayman Islands (the “Company”).
WHEREAS:
A.The Company is the owner of one shuttle and regasification vessel named Neptune (Builder’s hull number 1688 (the “Vessel”), delivered from the yard on 30 November 2009. The Company is the Borrower under a term loan facility agreement dated 17 November 2021 (the “Facility Agreement”).
B.MOL, TLT and HLPO have entered into a shareholders’ loan agreement dated 28 April 2006, as amended as of 20 December 2007 and as further amened as of 19 November 2009, and as novated and amended as of 31 August 2010, and as amended and restated as of 8 August 2014, and as amended and restated as of 10 November 2021 in the amount of up to USD 13,500,000 (the “Shareholders’ Loan Agreement”).
C.The Lenders have agreed to extend the maturity date of the Agreement and to increase the amount by entering into this amended and restated agreement.
D.The A&R Agreement shall be unsecured and subordinated to all and any of the liabilities of the Borrower under the Facility Agreement (as amended from time to time) between, inter alia, the Company as Borrower, the Shareholders as Sponsor and Mizuho Bank, Ltd. as Agent.
Terms defined in the Shareholders’ Agreement shall, unless the context requires otherwise, have the same meanings when used in this A&R Agreement.
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NOW THEREFORE, the parties hereto have agreed that the Lenders shall provide shareholder loans to the Company on the terms and conditions as follows:
1. | LENDERS |
HLPO, MOL and TLT in proportion to their respective relative shareholding in the Company.
2. | LOAN AMOUNT |
The total loan amount to be up to USD 17,100,000.
3. | ADVANCES |
The Company acknowledges that, as at the date hereof, the Company is indebted to HLPO, MOL and TLT, respectively, in the amount of USD 6,569,982, USD 6,372,883 and USD 197,099 including accrued interest (accrued interest up until and including 1st January 2022).
4. | TERM |
The loans shall have a term corresponding to the period prior to the 20th anniversary of the Delivery Date.
5. | REPAYMENT |
The principal amount outstanding including accrued interest shall be repaid on “pay you earn” basis within the 20th anniversary of the Delivery Date. It is agreed and acknowledged between the parties, that repayment shall be prioritized to any dividend payments by the Company to the Lenders.
6. | INTEREST |
The loans shall bear an interest rate of 8 (eight) % p.a. Interest shall be accrued quarterly at the last day of June, September, December and March of each year, and capitalised into the loan balance.
7. | PREPAYMENT |
The Company shall be free to prepay the outstanding loan amount without penalty in whole or in parts at any time subject to 3 (three) business days prior notice provided that any prepayment shall be made rateably to each Lender.
8. | EXPENSES |
Any expenses incurred by the Lenders in relation to entering into this A&R Agreement shall be borne by the Company.
9. | GOVERNING LAW |
This Agreement shall be governed by and construed in accordance with English Law.
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For and on behalf of |
| For and on behalf of |
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/s/ Xxxxxxx Xxxxxxxxx | | /s/ Xxxxxx Xxxx |
Name: Xxxxxxx Xxxxxxxxx | | Name: Xxxxxx Xxxx |
Title: Representative Director | | Title: Authorized Signatory |
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For and on behalf of | | For and on behalf of |
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/s/ Xxxxxxxx Xxxxxxxx | | /s/ Xxxxxxx Xxxxxxx |
Name: Xxxxxxxx Xxxxxxxx | | Name: Xxxxxxx Xxxxxxx |
Title: Representative Director | | Title: Director |
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