COMMERCIAL AND ADMINISTRATION MANAGEMENT AGREEMENT between HöeghStream LNG Ltd. and HÖEGH LNG AS

Exhibit 4.13

COMMERCIAL AND ADMINISTRATION
MANAGEMENT AGREEMENT

between

HöeghStream LNG Ltd.

and

HÖEGH LNG AS

This Management Agreement (the “Agreement”) is made as of 31 May 2010 between;

HöeghStream LNG Ltd. (the “Disponent Owner”) of c/x Xxxxxxx Corporate Services (Cayman) Limited, X.X. Xxx 0000 XX, Xxxxxxx House, 00 Xxxx Xxxxxx, Xxxxx Xxxxxx XX0-0000, Cayman Islands; and

Höegh LNG AS (the “Manager”) of X.X. Xxx 0 Xxxxxx, Xxxxxxxxxxxxx 000, 0000 Xxxx, Xxxxxx.

1. The Manager hereby undertakes to provide the Disponent Owner with the following services (the “Services”):

a) accounting, including budgeting, reporting and annual audited reports

b) finance and cash management

c) legal (in house)

d) commercial

e) insurance

f) general office administration and secretary functions

2. The Disponent Owner shall pay to the Manager for the Services an annual management fee of USD 50,000 per annum (pro rata 2010). The fee is to be escalated with 3% per annum, with first adjustment 1 January 2011 (the “Management Fee”).

3. The Management Fee shall not include e.g. external legal costs, corporate fees in Cayman Islands and auditors fees, which will be invoiced directly to the Disponent Owner.

4. This Agreement shall come into force as of 31 May 2010.

5. The Disponent Owner hereby ratifies and confirms and agrees to ratify and confirm whatsoever the Manager shall do or purport to do properly and lawfully under or pursuant to this Agreement.

6. It is hereby agreed and declared that the Manager shall not be:

a) restricted from rendering services similar to the services to be rendered hereunder, to other companies or from carrying on or being concerned or interested (whether as manager, agent, buyer, operator, charterer or otherwise) in any business or activity which is or may be similar to or competitive with the business or activities now or at any time hereafter carried on by the Disponent Owner; or

b) liable or answerable for the consequences of any decision or judgement taken or made honestly, lawfully and in good faith by the Manager in or about the performance or exercise of any of its obligations, duties, powers or discretions under or pursuant to this Agreement.

7. The Disponent Owner shall indemnify and hold the Manager, its employees, servants, agents and sub-contractors free and harmless from all and any claims of whatsoever kind or nature for any damage, loss, expenses or costs whatsoever and howsoever caused to, suffered or incurred by the Disponent Owner and/or to any third party whosoever arising out of or in connection with the performance of the duties of the Manager.

8. It is hereby expressly agreed that no employee, servant, agent or sub-contractor of the Manager shall in any circumstances whatsoever be under any liability whatsoever to the Disponent Owner for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and without prejudice to the generality of the foregoing provisions in this Clause, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defense and immunity of whatsoever nature applicable to the Manager or to which the Manager is entitled hereunder shall also be available and shall extend to protect every such employee, servant, agent or sub-contractor of the Manager.

9. This Agreement may be terminated by either party giving 90 days written notice.

10. This Agreement shall be governed by and construed in accordance with English law. Any claim, dispute or controversy arising among the parties out of or in relation to this Agreement, shall be settled pursuant to the procedure set out in Clause 19.1 of the Bimco Xxxxxxx 98 template.

This Agreement has been executed in 2 original counterparts, one to each of the parties.

HöeghStream LNG Ltd.			Höegh LNG AS
/s/ Xxxxxxx Xxxxxxx-Xxxxxx			/s/ Sveinung Støhle
Name:	Xxxxxxx Xxxxxxx-Xxxxxx		Name:	Sveinung Støhle
Title:	Director		Title:	President and CEO