EX-4.31 17 v405209_ex4-31.htm EXHIBIT 4.31

 

Exhibit 4.31

 

ADMINISTRATIVE SERVICES AGREEMENT

 

This Service Agreement (hereinafter “Agreement”) has been entered into between:

 

Leif Höegh (U.K.) Limited (“LHUK”),

 

and

 

HOEGH LNG SERVICES LTD. (“HMUK”)

 

Hereinafter together known as the Parties and individually known as a Party.

 

1.BACKGROUND

 

HMUK provides certain services to Hoegh LNG Partners LP, a Marshall Islands Limited partnership whose common units representing limited partnership interests in it are listed and trade on the New York Stock Exchange (the “MLP”) pursuant to an administrative services agreement dated 2 July 2014 (the “MLP Administrative Services Agreement”).

 

Pursuant to the MLP Administrative Services Agreement, HMUK may subcontract the services provided to the MLP and wishes to engage LHUK to provide certain of those services, as further described in this Agreement.

 

Both Parties find it expedient to cooperate for these services in order to make the administration of the two companies as cost efficient as possible. The purpose of this Agreement is to govern the delivery of these services.

 

2.THE SERVICES

 

The Agreement governs the services that LHUK agrees to render to HMUK (hereinafter referred to as the “Services”). The Services are further described in Appendix 1 and any changes to the Services will be in writing and reflected in appendices to this Agreement.

 

3.PAYMENTS

 

The Services are delivered at market value negotiated between the Parties as specified in Appendix 1.

 

Payment is due immediately upon receipt of monthly invoices from LHUK. Charges for each service are specified in Appendix 1. Payments shall be exclusive of VAT, which shall be payable upon receipt of a valid VAT invoice. Where this Agreement requires one Party to reimburse another for any costs or expenses, the payer shall, at the same time, pay the payee all VAT incurred by the payee in respect of those costs or expenses. The amount payable will be the amount that the payee reasonably determines is the amount that neither it, nor any other member of any group of which it is a member for VAT purposes, is entitled to recover from the relevant tax authority in respect of the VAT. Interest will not be charged for the first 45 days after receipt of the invoice, but thereafter will be charged at 3.00% per annum above the three-month US$ LIBOR rate as at the due date if invoices are not settled on due date.

 

Any fixed fee charges are adjusted annually according to the general inflation in the UK, as indicated in statistical material. The basis for adjustments is the index at 1 January 2014.

 

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4.DURATION OF THIS AGREEMENT

 

LHUK shall render the Services in Appendix 1 on an ongoing basis. The Agreement can be terminated by either Party giving three – 3 – months notice.

 

The Agreement records the arrangements which were in place as at 12 August 2014 and shall be effective going forward.

 

5.SERVICE STANDARDS

 

All Services shall be rendered according to the standards and using the competence and control systems used for similar services performed for and by LHUK, and deemed to be a normal standard for similar services rendered from external service providers.

 

LHUK personnel delivering services to HMUK must be qualified for the tasks that will be performed.

 

6.INFORMATION

 

Each Party shall ensure that the other is given all information reasonably necessary to fulfil its obligations towards the other under this Agreement.

 

7.AMENDMENTS

 

Amendments to this Agreement must be done in writing and must be signed by both Parties to be valid.

 

8.TRANSFER

 

No Party is permitted to assign or otherwise dispose of the benefit of this Agreement without the prior written consent of the other Parties. This Agreement is binding upon and inure to the benefit of the Parties’ successors and assigns.

 

9.CONFIDENTIALITY

 

Each of the Parties are obliged to treat any knowledge of this Agreement with confidentiality, and make sure that persons not concerned are not given knowledge of this Agreement. The aforementioned is not applicable to information deemed publicly available.

 

10.TERMINATION

 

To the extent one of the Parties is in material breach of its obligations under the terms of this Agreement, the other Party may, after giving the party in breach written notice and a reasonable period in which the Party in breach may remedy the breach, terminate the Agreement with immediate effect.

 

In case of termination each Party shall return to the other Party any information or material owned by the other Party. Any costs incurred by the termination of this Agreement shall be covered by each Party.

 

11.CONTRADICTIONS

 

If there are any contradictions between this Agreement and any appendices to this Agreement, the Agreement will govern the situation.

 

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12.DISPUTE

 

If any dispute should arise regarding the interpretation of this Agreement, the Parties will try to solve the dispute through negotiations.

 

If negotiations fail, each of the Parties may raise the dispute to a court of law in the UK.

 

13.JURISDICTION

 

This Agreement is governed by the laws of England and Wales.

 

14.COPIES

 

This Agreement is made in two copies, both deemed originals, and each of the Parties will receive one copy each.

 

For and on behalf of Hoegh LNG Services Ltd.

 

/s/ Richard Tyrrell

 

For and on behalf of Leif Hoegh (U.K.) Limited

 

/s/ Chris Everard

 

Name:  Richard Tyrrell   Name:  Chris Everard
Title:    Director   Title:    Company Secretary

Place and Date: 21 - Oct. - 14

             London

 

Place and Date: 28 - Oct - 14

             London

 

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Appendix 1:

 

Record   Type   Price   Description of Service and additional comments
             
1  

Provision of office facilities

 

      An apportionment of general office rental and equipment.
2  

Administration of payroll and benefits

 

      An apportionment of the time spent on providing such Administration.
3   Company Secretarial Services   Identify Cost + 5%  

Cost for the following personnel:

 

Chris Everard.

 

Costs should include preparatory work for board and shareholder meetings/resolutions, any travel or meeting arrangements, notarial services, and similar.

 

4   All other services   Allocated at cost  

Any other incidental services that directly or indirectly are rendered in relation to providing the Services. 

 

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