DRS/A

SUBMITTED CONFIDENTIALLY TO THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 2014

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HÖEGH LNG PARTNERS LP

(Exact name of Registrant as specified in its charter)

Republic of the Marshall Islands	4400	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

2 Reid Street, Hamilton, HM 11, Bermuda +1 (441) 295-6815

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Watson, Farley & Williams LLP

1133 Avenue of the Americas

New York, New York 10036

(212) 922-2200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Catherine S. Gallagher Adorys Velazquez Vinson & Elkins L.L.P. 2200 Pennsylvania Avenue NW, Suite 500W Washington, DC 20037 Telephone: (202) 639-6500 Facsimile: (202) 639-6604 Joshua Davidson Baker Botts L.L.P. 910 Louisiana Street Houston, Texas 77002 Telephone: (713) 229-1234 Facsimile: (713) 229-1522

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price(1)(2)	Amount of registration fee(3)
Common units representing limited partner interests	$	$

(1) Includes common units issuable upon exercise of the underwriters’ option to purchase additional common units.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o).

(3) To be paid in connection with the initial filing of the registration statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED                     , 2014

PRELIMINARY PROSPECTUS

Höegh LNG Partners LP

Common Units

Representing Limited Partner Interests

$         per common unit

This is the initial public offering of our common units. We are selling              common units in this offering. Prior to this offering, there has been no public market for our common units. We anticipate that the initial public offering price will be between $         and $         per common unit. To the extent the underwriters sell more than              common units in this offering, the underwriters have an option to purchase up to              additional common units.

We are a Marshall Islands limited partnership formed to own, operate and acquire floating storage and regasification units (“FSRUs”), liquefied natural gas (“LNG”) carriers and other LNG infrastructure assets under long-term charters. At the closing of this offering, interests in our initial fleet of FSRUs will be contributed to us by Höegh LNG Holdings Ltd., a leading floating LNG service provider. Although we are organized as a limited partnership, we have elected to be treated as a corporation solely for U.S. federal income tax purposes. We have applied to list our common units on the New York Stock Exchange, under the symbol “HMLP.”

We are an “emerging growth company,” and we are eligible for reduced reporting requirements. See “Summary—Implications of Being an Emerging Growth Company.” Investing in our common units involves risks. Please read “Risk Factors” beginning on page 24.

These risks include the following:

• Our initial fleet consists of only three vessels. Any limitation on the availability or operation of those vessels could have a material adverse effect on our business, financial condition and results of operations.

• We currently derive all of our revenue from two customers, and the loss of either of these customers would result in a significant loss of revenues and cash flow.

• We may not have sufficient cash from operations following the establishment of cash reserves and payment of fees and expenses to enable us to pay the minimum quarterly distribution on our units.

• We will be required to make substantial capital expenditures to maintain and expand our fleet, which will reduce our cash available for distribution.

• We depend on Höegh LNG Holdings Ltd. and its subsidiaries for the management of our fleet and to assist us in operating and expanding our business.

• Unitholders have limited voting rights, and our partnership agreement restricts the voting rights of unitholders who own more than 4.9% of our common units.

• Our general partner and its affiliates own a significant interest in us and have conflicts of interest and limited duties to us and our unitholders, which may permit them to favor their own interests to your detriment.

• Our general partner has a limited call right that may require you to sell your common units at an undesirable time or price.

• U.S. tax authorities could treat us as a “passive foreign investment company,” which would have adverse U.S. federal income tax consequences to U.S. unitholders.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Common Unit	Total
Public Offering Price	$	$
Underwriting Discount(1)	$	$
Proceeds to Höegh LNG Partners LP (before expenses)	$	$

(1) Excludes an aggregate structuring fee of $         (    % of the offering proceeds) payable to Citigroup Global Markets Inc. See “Underwriting.”

The underwriters expect to deliver the common units to purchasers on or about                     , 2014 through the book-entry facilities of The Depository Trust Company.

Citigroup

                    , 2014

We are responsible for the information contained in this prospectus and in any free writing prospectus we prepare or authorize. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date of this prospectus.

TABLE OF CONTENTS

SUMMARY	1
Overview	1
Our Relationship with Höegh LNG	3
Business Opportunities	3
Competitive Strengths	4
Business Strategies	5
Risk Factors	6
Implications of Being an Emerging Growth Company	6
Formation Transactions	7
Holding Entity Structure	8
Simplified Organizational and Ownership Structure after This Offering	9
Our Management	10
Principal Executive Offices and Internet Address; SEC Filing Requirements	11
Summary of Conflicts of Interest and Fiduciary Duties	11
The Offering	13
Summary Historical Financial and Operating Data	19
RISK FACTORS	24
Risks Inherent in Our Business	24
Risks Inherent in an Investment in Us	45
Tax Risks	56
FORWARD-LOOKING STATEMENTS	59
USE OF PROCEEDS	61
CAPITALIZATION	62
DILUTION	64
OUR CASH DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS	65
General	65
Forecasted Results of Operations for the 12-Month Period Ending September 30, 2015	67
Forecast Assumptions and Considerations	71
Forecasted Cash Available for Distribution	77
HOW WE MAKE CASH DISTRIBUTIONS	84
Distributions of Available Cash	84
Operating Surplus and Capital Surplus	85
Subordination Period	88
Distributions of Available Cash From Operating Surplus During the Subordination Period	89
Distributions of Available Cash From Operating Surplus After the Subordination Period	90
General Partner Interest	90
Incentive Distribution Rights	90
Percentage Allocations of Available Cash From Operating Surplus	91
Höegh LNG’s Right to Reset Incentive Distribution Levels	91
Distributions from Capital Surplus	94
Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels	94
Distributions of Cash upon Liquidation	95

i

SELECTED HISTORICAL FINANCIAL AND OPERATING DATA	96
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	101
Overview	101
Items You Should Consider When Evaluating Our Historical Financial Performance and Assessing Our Future Prospects	105
Factors Affecting Our Results of Operations	106
Important Financial and Operational Terms and Concepts	107
Customers	109
Inflation and Cost Increases	109
Insurance	109
Results of Operations	110
Liquidity and Capital Resources	124
Contractual Obligations	132
Off-Balance Sheet Arrangements	132
Critical Accounting Estimates	132
Recent Accounting Pronouncements	134
Quantitative and Qualitative Disclosures About Market Risk	134
INDUSTRY	135
Overview of the Natural Gas Market	135
Introduction to Liquefied Natural Gas	136
LNG Supply	137
LNG Demand	139
LNG Trade	141
Floating Regasification Vessels	143
Demand for FSRUs	144
FSRU Market Participants	145
FSRU Design Trends	145
Floating LNG Production	146
LNG Carriers	147
Vessel Prices and Vessel Sizes	148
LNG Carrier Development and Propulsion	148
LNG Shipping Market	149
Safety and Security	150
BUSINESS	152
Overview	152
Our Relationship with Höegh LNG	153
Business Opportunities	154
Competitive Strengths	154
Business Strategies	155
Our Fleet	156
Customers	159
Vessel Time Charters	159
Competition	168
Classification, Inspection and Maintenance	168
Safety, Management of Ship Operations and Administration	169
Maritime Personnel and Competence Development	170
Risk of Loss, Insurance and Risk Management	170
Environmental and Other Regulation	171
Properties	180
Legal Proceedings	180
Taxation of the Partnership	180

ii

MANAGEMENT	187
Management of Höegh LNG Partners LP	187
Directors and Executive Officers	188
Reimbursement of Expenses of Our General Partner	190
Executive Compensation	190
Compensation of Directors	190
Richard Tyrrell Employment Agreement	191
Long-Term Incentive Plan	191
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	194
OUR JOINT VENTURES AND JOINT VENTURE AGREEMENTS	195
General	195
SRV Joint Gas Shareholders’ Agreement	195
Loans from Joint Venture Partners	196
Dividend and Distribution Policy	196
Restrictions on Transfer of Equity Interests; Purchase Rights	196
Termination	197
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	198
Distributions and Payments to our General Partner and Its Affiliates	198
Agreements Governing the Transactions	199
Contribution Agreement	210
Sponsor Credit Facility with Höegh LNG	210
Intercompany Note	210
License Agreement	210
Other Related Party Transactions	211
CONFLICTS OF INTEREST AND FIDUCIARY DUTIES	214
Conflicts of Interest	214
Fiduciary Duties	217
DESCRIPTION OF THE COMMON UNITS	221
The Units	221
Transfer Agent and Registrar	221
Transfer of Common Units	221
OUR PARTNERSHIP AGREEMENT	223
Organization and Duration	223
Purpose	223
Cash Distributions	223
Capital Contributions	223
Voting Rights	223
Applicable Law; Forum, Venue and Jurisdiction	225
Limited Liability	226
Issuance of Additional Interests	226
Tax Status	227
Amendment of Our Partnership Agreement	227
Merger, Sale, Conversion or Other Disposition of Assets	229
Termination and Dissolution	230
Liquidation and Distribution of Proceeds	230
Withdrawal or Removal of our General Partner	230
Transfer of General Partner Interest	232
Transfer of Ownership Interests in General Partner	232
Transfer of Incentive Distribution Rights	232
Change of Management Provisions	232
Limited Call Right	233
Board of Directors	233
Meetings; Voting	234

iii

Status as Limited Partner or Assignee	235
Indemnification	235
Reimbursement of Expenses	235
Books and Reports	235
Right to Inspect Our Books and Records	236
Registration Rights	236
UNITS ELIGIBLE FOR FUTURE SALE	237
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	238
Election to be Treated as a Corporation	238
U.S. Federal Income Taxation of U.S. Holders	238
U.S. Federal Income Taxation of Non-U.S. Holders	243
Backup Withholding and Information Reporting	243
NON-UNITED STATES TAX CONSEQUENCES	245
Marshall Islands Tax Consequences	245
Norway Tax Consequences	245
United Kingdom Tax Consequences	246
Singapore Tax Consequences	246
UNDERWRITING	248
Notice to Prospective Investors in the European Economic Area	250
Notice to Prospective Investors in the United Kingdom	251
Notice to Prospective Investors in Germany	252
Notice to Prospective Investors in the Netherlands	252
Notice to Prospective Investors in Switzerland	252
Notice to Prospective Investors in Hong Kong	252
Notice to Prospective Investors in Australia	253
LEGAL MATTERS	254
EXPERTS	254
INDUSTRY AND MARKET DATA	254
EXPENSES RELATED TO THIS OFFERING	255
WHERE YOU CAN FIND MORE INFORMATION	255
INDEX TO FINANCIAL STATEMENTS	256
FORM OF FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HÖEGH LNG PARTNERS LP	A-1

iv

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

We are organized under the laws of the Marshall Islands as a limited partnership. Our general partner is organized under the laws of the Marshall Islands as a limited liability company. The Marshall Islands has a less developed body of securities laws as compared to the United States and provides protections for investors to a significantly lesser extent.

Most of our directors and officers and those of our subsidiaries are residents of countries other than the United States. Substantially all of our and our subsidiaries’ assets and a substantial portion of the assets of our directors and officers are located outside the United States. As a result, it may be difficult or impossible for U.S. investors to effect service of process within the United States upon us, our directors or officers, our general partner or our subsidiaries or to realize against us or them judgments obtained in U.S. courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. However, we have expressly submitted to the jurisdiction of the U.S. federal and New York state courts sitting in the City of New York for the purpose of any suit, action or proceeding arising under the securities laws of the United States or any state in the United States, and we have appointed The Trust Company of the Marshall Islands, Inc., Trust Company Complex, Ajeltake Island, Ajeltake Road, Majuro, Marshall Islands MH96960, to accept service of process on our behalf in any such action.

Watson, Farley & Williams LLP, our counsel as to Marshall Islands law, has advised us that there is uncertainty as to whether the courts of the Marshall Islands would (i) recognize or enforce against us, our general partner or our directors or officers judgments of courts of the United States based on civil liability provisions of applicable U.S. federal and state securities laws or (ii) impose liabilities against us, our general partner or our directors and officers in original actions brought in the Marshall Islands, based on these laws.

PRESENTATION OF FINANCIAL INFORMATION

Predecessor and Rule 3-09 Financial Statements

The combined carve-out financial statements of our predecessor for accounting purposes, Höegh LNG Partners LP Predecessor (“our predecessor”), reflect interests in (i) Hoegh LNG Lampung Pte Ltd. and PT Hoegh LNG Lampung (the owner of the newbuilding FSRU, the PGN FSRU Lampung) and (ii) two joint ventures: SRV Joint Gas Ltd. (the owner of the FSRU, the GDF Suez Neptune) and SRV Joint Gas Two Ltd. (the owner of the FSRU, the GDF Suez Cape Ann). Our predecessor accounts for its equity interests in the two joint ventures as equity method investments in its combined carve-out financial statements. Rule 3-09 of Regulation S-X requires separate financial statements (“Rule 3-09 financial statements”) of 50% or less owned persons accounted for under the equity method by a registrant such as us if either the income or the investment test in Rule 1-02(w) of Regulation S-X exceeds 20%. Furthermore, Rule 3-09(c) of Regulation S-X provides for the combination of Rule 3-09 financial statements if the underlying investments are under common management. In such scenarios, the significance of investments under Rule 1-02(w) of Regulation S-X is to be measured on a combined basis. We have determined that common management exists among the joint ventures owning the GDF Suez Neptune and the GDF Suez Cape Ann, which exceed the 20% significance tests of Rule 3-09 of Regulation S-X. Accordingly, this prospectus includes audited combined financial statements as of and for the years ended December 31, 2013 and 2012 for the joint ventures owning the GDF Suez Neptune and the GDF Suez Cape Ann. Such financial statements, including related notes thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

v

SUMMARY

This summary highlights information contained elsewhere in this prospectus. Unless we otherwise specify, all references to information and data in this prospectus about our business and fleet refer to our business and interests in our initial fleet of FSRUs that will be contributed to us upon the closing of this offering. Prior to the closing of this offering, we will not own interests in any vessels. You should read the entire prospectus carefully, including the historical combined carve-out financial statements of our predecessor and the notes to those financial statements. The information presented in this prospectus assumes, unless otherwise noted, (1) an initial public offering price of $         per common unit (the midpoint of the price range set forth on the cover page of this prospectus) and (2) that the underwriters do not exercise their option to purchase additional common units. You should read “Risk Factors” for more information about important risks that you should consider carefully before buying our common units. Unless otherwise indicated, all references to “dollars” and “$” in this prospectus are to, and amounts are presented in, U.S. Dollars.

References in this prospectus to “Höegh LNG Partners,” “we,” “our,” “us” and “the Partnership” or similar terms when used in a historical context refer to Höegh LNG Holdings Ltd. and its vessels and the subsidiaries that hold interests in the vessels in our initial fleet. When used in the present tense or prospectively, those terms refer to Höegh LNG Partners LP or any one or more of its subsidiaries, or to all such entities unless the context otherwise indicates. Unless the context requires otherwise, references in this prospectus to our or the “joint ventures” refer to the joint ventures that own two of the vessels in our initial fleet (the GDF Suez Neptune and the GDF Suez Cape Ann). Please read “—Summary Historical Financial and Operating Data” beginning on page 19 for an overview of our predecessor’s and our joint ventures’ operating results and financial position.

References in this prospectus to “our general partner” refer to Höegh LNG GP LLC, the general partner of Höegh LNG Partners. References in this prospectus to “our operating company” refer to Höegh LNG Partners Operating LLC, a wholly owned subsidiary of the Partnership. References in this prospectus to “Höegh UK” refer to Hoegh LNG Services Ltd, a wholly owned subsidiary of our operating company. References in this prospectus to “Höegh Lampung” refer to Hoegh LNG Lampung Pte Ltd., a wholly owned subsidiary of our operating company. References in this prospectus to “Höegh LNG” refer, depending on the context, to Höegh LNG Holdings Ltd. and to any one or more of its direct and indirect subsidiaries, other than us. References in this prospectus to “Höegh LNG Management” refer to Höegh LNG Fleet Management AS, a wholly owned subsidiary of Höegh LNG. References in this prospectus to “Höegh Maritime Management” refer to Hoegh LNG Maritime Management Pte. Ltd., a wholly owned subsidiary of Höegh LNG. References in this prospectus to “Höegh Norway” refer to Höegh LNG AS, a wholly owned subsidiary of Höegh LNG. References in this prospectus to “Höegh Asia” refer to Hoegh LNG Asia Pte. Ltd., a wholly owned subsidiary of Höegh LNG. References in this prospectus to “Höegh Shipping” refer to Hoegh LNG Shipping Services Pte Ltd, a wholly owned subsidiary of Höegh LNG. References in this prospectus to “Leif Höegh UK” refer to Leif Höegh (U.K.) Limited, a wholly owned subsidiary of Höegh LNG. References in this prospectus to “PT Hoegh” refer to PT Hoegh LNG Lampung, the owner of the PGN FSRU Lampung. References in this prospectus to “GDF Suez” refer to GDF Suez LNG Supply SA, a subsidiary of GDF Suez S.A. References in this prospectus to “PGN” refer to PT PGN LNG Indonesia, a subsidiary of PT Perusahaan Gas Negara (Persero) Tbk.

Höegh LNG Partners LP

Overview

We are a growth-oriented limited partnership formed by Höegh LNG Holdings Ltd. (Oslo Børs symbol: HLNG), a leading floating LNG service provider, to own, operate and acquire floating storage and regasification units (“FSRUs”), LNG carriers and other LNG infrastructure assets under long-term charters, which we define as charters of five or more years. At the closing of this offering, interests in our initial fleet of FSRUs will be contributed to us by Höegh LNG.

1

Our initial fleet will consist of modern FSRUs that operate under long-term charters with major energy companies or utilities. We intend to grow our business in the FSRU, LNG carrier and LNG infrastructure market through acquisitions from Höegh LNG and third parties. We also believe we can grow organically by continuing to provide reliable service to our customers and leveraging Höegh LNG’s relationships, expertise and reputation.

Upon the closing of this offering, our initial fleet will consist of interests in the following vessels:

• a 50% interest in the GDF Suez Neptune, an FSRU built in 2009 that is currently operating under a time charter with GDF Suez, a subsidiary of GDF Suez S.A., a French publicly listed, government-backed, electric utility company, and the leading LNG importer in Europe in 2012, that expires in 2029, with an option to extend for up to two additional periods of five years each;

• a 50% interest in the GDF Suez Cape Ann, an FSRU built in 2010 that is currently operating under a time charter with GDF Suez that expires in 2030, with an option to extend for up to two additional periods of five years each; and

• a 100% economic interest in the PGN FSRU Lampung, an FSRU built in 2014 that is expected to commence operations in July 2014 under a time charter with PGN, a subsidiary of an Indonesian publicly listed, government-controlled, gas and energy company that constructs gas pipelines and infrastructure and distributes and transmits natural gas to industrial, commercial and household users, that expires in 2034, with options to extend either for an additional 10 years or for up to two additional periods of five years each.

For a description of our joint venture partners and the joint venture agreements related to the vessels in our initial fleet, please read “Our Joint Ventures and Joint Venture Agreements.”

We intend to leverage our relationship with Höegh LNG to make accretive acquisitions, which would be expected to increase our per unit cash available for distribution, of FSRUs, LNG carriers and other LNG infrastructure assets with long-term charters from Höegh LNG and third parties. Pursuant to the omnibus agreement we will enter into with Höegh LNG, our general partner, and our operating company at the closing of this offering, we will have a right to purchase from Höegh LNG any FSRU or LNG carrier operating under a charter of five or more years. Also pursuant to the omnibus agreement, we will have the right to purchase from Höegh LNG all or a portion of its interests in the FSRU, the Independence. In addition, we expect that Höegh LNG will secure a charter of five or more years for two additional newbuilding FSRUs, the Höegh Gallant and Hull no. 2551, at which point we will have the right to purchase them from Höegh LNG pursuant to the omnibus agreement. We cannot assure you that we will make any particular acquisition or that as a consequence we will successfully grow the amount of our per unit distributions. Among other things, our ability to acquire additional FSRUs, LNG carriers and other LNG infrastructure assets will be dependent upon our ability to raise additional equity and debt financing.

The Independence was constructed by Hyundai Heavy Industries Co., Ltd. (“HHI”) and was delivered to Höegh LNG from the shipyard in May 2014. Beginning no later than the fourth quarter of 2014, the Independence will operate under a time charter that expires in 2024 with AB Klaipèdos Nafta (“ABKN”), a Lithuanian publicly listed, government-controlled utility. We will have the right to purchase all or a portion of Höegh LNG’s interests in the Independence within 24 months after acceptance of such vessel by her charterer, subject to reaching an agreement with Höegh LNG regarding the purchase price and other terms in accordance with the provisions of the omnibus agreement and any rights ABKN has under the related time charter. We may exercise this option at one or more times during such 24-month period. Acceptance occurs after the vessel has been delivered and all inspections and testing of the vessel have been completed in accordance with the applicable charter requirements.

2

The Höegh Gallant and Hull no. 2551 also are being constructed by HHI and are scheduled for delivery to Höegh LNG from the shipyard in July 2014 and March 2015, respectively. Although the Höegh Gallant and Hull no. 2551 have not yet been chartered, Höegh LNG is involved in several tender processes for FSRU projects globally, and we expect Höegh LNG to secure a charter of five or more years for both of them.

Our Relationship with Höegh LNG

We believe that one of our principal strengths is our relationship with Höegh LNG. With a track record dating back to the delivery of the world’s first Moss-type LNG carrier in 1973, we believe that Höegh LNG is one of the most experienced operators of LNG carriers and one of only three operators of FSRUs in the world. Our affiliation with Höegh LNG gives us access to Höegh LNG’s long-standing relationships with leading oil and gas companies, utility companies, shipbuilders, financing sources and suppliers, which we believe will allow us to compete more effectively when seeking additional long-term charters for FSRUs, LNG carriers and other LNG infrastructure assets. In addition, we believe Höegh LNG’s 40-year track record of providing LNG services and its technical, commercial and managerial expertise, including its leadership in the development of floating liquefaction solutions, will enable us to continue to maintain the high utilization of our fleet to preserve our stable cash flows. We cannot assure you that our relationship with Höegh LNG will lead to high fleet utilization rates or stable cash flows in the future.

Business Opportunities

We believe the following factors create opportunities for us to successfully execute our business strategy and plan and grow our business:

• Natural Gas and LNG Demand Growth.    Natural gas is projected to be the fastest growing fossil fuel due to its low carbon intensity and clean burning characteristics, an abundance of reserves, market deregulation and global economic growth. According to Fearnley Consultants AS, a provider of maritime research and data compilation (“Fearnley Consultants”), LNG production capacity based on existing construction projects is projected to increase by nearly 40% by the end of 2020, and LNG exports transported by sea are projected to grow more than twice as fast as overall natural gas consumption through 2035. The number of countries importing LNG has more than doubled from 12 in 2000 to 29 in 2013. As increasing volumes of LNG are destination flexible (versus serving long-term, dedicated, point-to-point trade), and regional price differences in gas persist, more countries find LNG imports to be an important part of their energy strategy. We cannot assure you that growth rates comparable to historical growth rates or that projected growth rates for natural gas, LNG, LNG carriers or FSRUs will be achieved. Please read “Risk Factors” and “Industry.”

• Advantages of Newbuilding FSRU Solutions.    We believe that FSRUs have several advantages over traditional, onshore LNG terminals, including greater operational and market flexibility, accelerated project execution, reduced cost and more predictable capital investment requirements. The cost and flexibility of FSRU solutions have enabled certain markets to plan to import LNG to diversify supply and contribute to energy security. Newbuilding FSRUs are typically larger and more efficient than converted FSRU units. They can also compete as conventional LNG carriers when not operating as FSRUs.

• Growing Demand for FSRUs.    Demand for FSRUs is driven by importers’ desire for flexible and cost-effective import schemes to meet growing LNG requirements. FSRUs are able to quickly react to demand and evolving LNG price. They also offer a unique solution for small or highly seasonal markets. We believe that these factors will increasingly motivate customers to choose FSRUs for LNG importation needs. According to Fearnley Consultants, approximately 60 plans for FSRUs are being considered, compared to 19 FSRUs in operation as of May 2014.

3

• High Barriers to Entry.    We believe the capital investment, regulatory and permitting and technical capabilities required to build and operate FSRUs and other LNG infrastructure act as substantial barriers to entry for potential competitors. Leading energy companies and utilities have increasingly strict pre-qualification and ongoing technical requirements for operators, and there are only three companies with experience of building and operating FSRUs. We believe that due to stringent requirements, customers will continue to look to experienced technical operators with proven track records for LNG infrastructure requirements.

We can provide no assurance, however, that the industry dynamics described above will continue.

Competitive Strengths

We believe that our future prospects for success are enhanced by the following aspects of our business:

• Relationship with a Leader in Floating Regasification Technology.    We believe we will benefit from our relationship with Höegh LNG, a fully integrated provider of floating LNG infrastructure services, offering regasification and transportation services under long-term charters. Höegh LNG is one of only three operators of FSRUs in the world and has extensive experience in providing LNG transportation, having been operating since 1973, when it delivered the world’s first Moss-type LNG carrier. We believe that Höegh LNG’s expertise in the LNG sector, strong relationships with customers, shipyards and financial institutions, and newbuilding strategy will enable Höegh LNG to attract additional long-term charters for FSRUs, LNG carriers and other LNG infrastructure assets, which would in turn enhance our growth opportunities.

• Secure Cash Flows from Long-Term Charters with Strong Counterparties.    All three of our vessels operate under fixed-rate charters with an average remaining firm contract duration of 17 years as of March 31, 2014, excluding the exercise of any options. Both of our customers, GDF Suez (France) and PGN (Indonesia), are government-backed utility companies. Under our time charters, substantially all of our vessel operating expenses, including operating and maintenance expenses such as daily running costs and drydocking, are passed through to our customers. In addition, under these charters, we have no direct exposure to commodity prices and limited exposure to foreign exchange rates as all revenues are paid in U.S. Dollars.

• Built-In Growth Opportunities.    In addition to our initial fleet of three FSRUs, we will have the right to purchase from Höegh LNG additional assets on long-term charters, including the Independence. Commencing no later than the fourth quarter of 2014, the Independence will operate under a long-term, fixed-rate time charter of an initial duration of 10 years with ABKN, a Lithuanian publicly listed, government-controlled utility. We further expect Höegh LNG will secure long-term charters for two additional newbuilding FSRUs, which we would then have the right to purchase. We will also have the right to purchase any other additional FSRUs and LNG carriers in Höegh LNG’s fleet that are placed under a charter of five or more years.

• Modern, Technologically Advanced Fleet.    Both our initial fleet and the three newbuilding FSRUs that Höegh LNG has on order will be equipped with the latest floating, storage and regasification technology in terms of size, onboard regasification of LNG, thermal insulation, power generation and regas systems. These vessels have all been built by leading shipyards in South Korea that have constructed much of the world’s newbuilding FSRU fleet. We believe the significant investment needed to build FSRUs and our ability to customize specifications to customers’ requirements and to provide highly trained personnel for operations create significant barriers to entry for new competitors. As a result, we believe that we are positioned to become a preferred provider of FSRUs and other LNG infrastructure assets and to secure additional long-term charters.

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• Höegh LNG’s Record of Efficiency, Safety and Operational Performance.    Through its technical expertise in Höegh LNG Management, Höegh LNG has been safely and efficiently operating LNG vessels since 1973. With approximately 96 onshore employees and approximately 350 seafarers, Höegh LNG maintains global operations with in-house engineering expertise that allows us to offer our customers reliable and efficient performance, while maintaining close control over operating costs. This operational performance will also support our stable cash flow profile by maintaining high utilization of our fleet.

We can provide no assurance, however, that we will be able to utilize our strengths described above. For further discussion of the risks that we face, please read “Risk Factors.”

Business Strategies

Our primary business objective is to increase quarterly distributions per unit over time by executing the following strategies:

• Focus on FSRU Newbuilding Acquisitions.    We intend to acquire newbuilding FSRUs on long-term charters, rather than FSRUs based on retrofitted, first-generation LNG carriers. We believe newbuilding vessels offer the greatest flexibility. Newbuilding FSRUs have superior fuel efficiency, improved storage performance and larger capacity than retrofitted, first-generation LNG carriers. Their larger capacity allows for a full cargo from a comparably sized, modern-day LNG carrier to be offloaded in a single transfer, and this streamlines logistics. In addition, Höegh LNG has strong customer relationships deriving from its ability to work alongside customers on their vessel design needs. Moreover, Höegh LNG pursues a strategy of maintaining one or more uncontracted newbuilding vessel on order so it can provide its customers an FSRU with minimum lead time. We believe that Höegh LNG’s ability to offer newbuild vessels promptly and its engineering expertise make it an operator of choice for projects that require rapid execution, complex engineering or unique specifications. This, in turn, enhances the growth opportunities available to us.

• Pursue Strategic and Accretive Acquisitions of FSRUs, LNG Carriers and Other LNG Infrastructure Assets on Long-Term, Fixed-Rate Charters with Strong Counterparties.    We will seek to leverage our relationship with Höegh LNG to make strategic and accretive acquisitions. Pursuant to the omnibus agreement that we will enter into with Höegh LNG, our general partner, and our operating company, we will have the right to purchase all or a portion of Höegh LNG’s interests in the Independence, as well as any newbuilding FSRU or LNG carrier under a charter of five or more years. We also intend to take advantage of business opportunities and market trends in the LNG transportation industry to grow our assets through third-party acquisitions of FSRUs, LNG carriers and other LNG infrastructure assets under long-term charters.

• Expand Global Operations in High-Growth Regions.    We will seek to capitalize on opportunities emerging from the global expansion of LNG production activity and the need to provide flexible regasification solutions in areas which require natural gas imports. According to Fearnley Consultants, growth in FSRU demand is expected to accelerate beyond 2015, and currently there are approximately 60 FSRU projects under consideration globally. We believe that Höegh LNG’s position as one of three FSRU operators in the world, 40-year operational track record and strong customer relationships will enable us to have early access to new projects worldwide.

• Enhance and Diversify Customer Relationships Through Continued Operating Excellence and Technological Innovation.    We intend to maintain and grow our cash flows by focusing on strong customer relationships and actively seeking the extension and renewal of existing charters, entering into new long-term charters with current customers, and identifying new business opportunities with other creditworthy charterers. We believe our customer relationships are enhanced by our ability to provide expert technical advice to our customers through Höegh LNG’s in-house engineering department, which

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in turn enables us to be directly involved in our customers’ project development processes. In addition, we will continue to incorporate safety, health, security and environmental stewardship into all aspects of vessel design and operation in order to satisfy our customers and comply with national and international rules and regulations. We believe that Höegh LNG’s operational expertise, recognized position, and track record in floating LNG infrastructure services will position us favorably to capture additional commercial opportunities in the FSRU and LNG sectors.

We can provide no assurance, however, that we will be able to implement our business strategies described above or that the business strategies discussed above will increase our quarterly distributions. For further discussion of the risks that we face, please read “Risk Factors.”

Risk Factors

An investment in our common units involves risks associated with our business, our partnership structure and the tax characteristics of our common units. Please read carefully the risks described under “Risk Factors” beginning on page 24 of this prospectus.

Implications of Being an Emerging Growth Company

Our predecessor had less than $1.0 billion in revenue during its last fiscal year, which means that we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

• the ability to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in the registration statement of its initial public offering;

• exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting;

• exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies; and

• exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and financial statements.

We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of our initial public offering or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company if we have more than $1.0 billion in annual revenues, have more than $700 million in market value of our common units held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some, but not all, of these reduced burdens. For as long as we take advantage of the reduced reporting obligations, the information that we provide unitholders may be different than information provided by other public companies. We are choosing to “opt out” of the extended transition period relating to the exemption from new or revised financial accounting standards and, as a result, we will comply with new or revised financial accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised financial accounting standards is irrevocable.

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Formation Transactions

We were formed on April 28, 2014 as a Marshall Islands limited partnership to own, operate and acquire FSRUs, LNG carriers and other LNG infrastructure assets under long-term charters. Prior to the closing of this offering, we will not own any vessels or other assets.

Prior to the closing of this offering, we and Höegh LNG will enter into transactions by which, among other things, Höegh LNG will contribute to us all of its equity interests and loans and promissory notes due to it and affiliates in each of the entities owning the GDF Suez Neptune, the GDF Suez Cape Ann and the PGN FSRU Lampung.

At or prior to the closing of this offering, the following transactions will occur:

• we will issue to Höegh LNG              common units and all of our subordinated units, representing an aggregate                 % limited partner interest in us, and all of our incentive distribution rights, which will entitle Höegh LNG to increasing percentages of the cash we distribute in excess of $         per unit per quarter;

• we will issue to Höegh LNG GP LLC, a wholly owned subsidiary of Höegh LNG, a non-economic general partner interest in us;

• we will sell              common units to the public in this offering, representing a     % limited partner interest in us; and

• we will apply the net proceeds of the offering as follows: (i) up to $140 million to make a loan to Höegh LNG in exchange for a note bearing interest at a rate of 5.88% per annum, which is repayable on demand or which we can elect to utilize as part of the purchase consideration in the event we purchase all or a portion of Höegh LNG’s interests in the Independence, (ii) $20 million for general partnership purposes and (iii) the remainder to make a cash distribution to Höegh LNG.

In addition, at or prior to the closing of this offering:

• the shareholder loans made by Höegh LNG to each of our joint ventures, in part to finance the operations of such joint ventures, will be transferred to our operating company. As of March 31, 2014, our 50.0% share of the outstanding balance of the shareholder loans was $22.9 million. For a description of the shareholder loans, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Borrowing Activities—Loans and Promissory Notes Due to Owners and Affiliates” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Borrowing Activities—Joint Ventures Debt—Loans Due to Owners (Shareholder Loans).”

• the receivable for the $40 million promissory note due to Höegh LNG relating to Höegh Lampung will be transferred from Höegh LNG to our operating company. As of March 31, 2014, the outstanding balance including interest was $40.7 million.

• we will enter into a new $85 million revolving credit facility with Höegh LNG, which we refer to as the sponsor credit facility and which will be undrawn at the closing of this offering;

• we will enter into an omnibus agreement with Höegh LNG, our general partner, and our operating company governing, among other things:

• to what extent we and Höegh LNG may compete with each other;

• our right to purchase from Höegh LNG all or a portion of its interests in an additional newbuilding FSRU, the Independence, within 24 months after acceptance of such vessel by her charterer, subject to reaching an agreement with Höegh LNG regarding the purchase price and other terms in accordance with the provisions of the omnibus agreement and any rights ABKN has under the related time charter, which option we may exercise at one or more times during such 24-month period;

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• certain rights of first offer on FSRUs and LNG carriers operating under charters of five or more years as described under “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—Omnibus Agreement;” and

• Höegh LNG’s provision of certain indemnities to us;

• we and our operating company will enter into an administrative services agreement with Höegh UK, pursuant to which Höegh UK will agree to provide us and our operating company certain administrative services (the “Höegh UK Administrative Services Agreement”);

• Höegh UK will enter into an administrative services agreement with Höegh Norway, pursuant to which Höegh Norway will agree to provide Höegh UK certain administrative services (the “Höegh Norway Administrative Services Agreement,” and together with the Höegh UK Administrative Services Agreement, the “Administrative Services Agreements”);

• our joint ventures will remain parties to ship management agreements with Höegh LNG Management pursuant to which Höegh LNG Management provides our joint ventures with technical and maritime management and crewing of the GDF Suez Neptune and the GDF Suez Cape Ann, and Höegh Norway will remain party to a sub-technical support agreement with Höegh LNG Management pursuant to which Höegh LNG Management provides technical support services with respect to the PGN FSRU Lampung; and

• our joint ventures will remain parties to commercial and administration management agreements with Höegh Norway, and the owner of the PGN FSRU Lampung will remain party to a technical information and services agreement with Höegh Norway.

For further details on our agreements with Höegh LNG and its affiliates, including amounts involved, please read “Certain Relationships and Related Party Transactions.”

Holding Entity Structure

We are a holding entity and will conduct our operations and business through subsidiaries, as is common with publicly traded limited partnerships, to maximize operational flexibility. We believe that conducting our operations through a publicly traded limited partnership will offer us the following advantages:

• access to the public equity and debt capital markets;

• a lower cost of capital for expansion and acquisitions; and

• an enhanced ability to use equity securities as consideration in future acquisitions.

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Simplified Organizational and Ownership Structure after This Offering

The following diagram depicts our simplified organizational and ownership structure after giving effect to the offering and related transactions described above, assuming no exercise of the underwriters’ option to purchase additional common units:

	Number of Units	Percentage Ownership
Public Common Units(1)(2)				%
Höegh LNG Common Units(1)
Höegh LNG Subordinated Units
			100.0	%

(1) If the underwriters exercise any part of their option to purchase additional common units, the number of common units shown to be owned by Höegh LNG will be reduced by the number of common units purchased in connection with any such exercise and will be sold to the public instead of being issued to

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Höegh LNG. Any such common units issued to Höegh LNG will be issued for no additional consideration. The exercise of the underwriters’ option will not affect the total number of units outstanding. If the underwriters’ option is exercised in full, then Höegh LNG would own     % of the common units, and the public would own     % of the common units.

(2) Includes up to              common units that may be purchased by certain of our directors, officers, employees and related persons pursuant to a directed unit program, as described in more detail in “Underwriting.”

(3) Represents a 100% economic interest. Please read “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—PGN FSRU Lampung Agreements.”

Our Management

Our partnership agreement provides that our general partner will irrevocably delegate to our board of directors the authority to oversee and direct our operations, management and policies on an exclusive basis. Certain of our directors will also serve as directors of Höegh LNG or its affiliates. Our Chief Executive Officer and Chief Financial Officer, whose primary responsibility will be to our business, will be employed by one of our subsidiaries. Immediately prior to such employment, he was employed by a subsidiary of Höegh LNG, with his primary responsibility being preparation for this offering. In the future, he will work with Höegh LNG to develop opportunities for us. For example, our Chief Executive Officer and Chief Financial Officer may work to charter new vessels for Höegh LNG, which, pursuant to the omnibus agreement, we may have a right to purchase. For more information about these directors and officers, please read “Management—Directors and Executive Officers.”

Our wholly owned subsidiary, Höegh UK, will provide certain administrative services to us. Höegh UK will enter into the Höegh Norway Administrative Services Agreement, pursuant to which Höegh Norway, which is wholly owned by Höegh LNG, will agree to provide Höegh UK certain administrative services. Höegh UK will reimburse Höegh Norway for its reasonable costs and expenses incurred in connection with the provision of these services. We project that Höegh UK will reimburse Höegh Norway approximately $1.0 million in total under such administrative services agreement for the 12-month period ending September 30, 2015.

Our joint ventures are parties to ship management agreements with Höegh LNG Management, which is wholly owned by Höegh LNG, pursuant to which Höegh LNG Management provides technical and maritime management and crewing of the vessels. Furthermore, Höegh Norway is party to a sub-technical support agreement with Höegh LNG Management pursuant to which Höegh LNG Management provides technical support services with respect to the PGN FSRU Lampung. Pursuant to the ship management agreements and the sub-technical support agreement, our joint ventures and Höegh Norway, respectively, pay Höegh LNG Management fees for providing these services.

Our joint ventures are parties to commercial and administration management agreements with Höegh Norway pursuant to which Höegh Norway provides commercial and administrative services. The owner of the PGN FSRU Lampung is party to a technical information and services agreement with Höegh Norway, a master spare parts supply agreement with Höegh Asia and a master maintenance agreement with Höegh Shipping, pursuant to which Höegh Norway provides commercial, administration and support services.

Each of our joint ventures pays Höegh Norway an annual management fee equal to costs incurred plus 3% pursuant to their respective commercial and administration management agreement. In addition, each month, PT Hoegh pays Höegh Norway a fee for the provision of the technical information, including the intellectual property rights, and the services. The monthly fee includes a service fee, which consists of a pro rata payment of the estimated annual costs incurred by Höegh Norway under the technical information and services agreement plus a 5.0% fee on such payment, and a licensing fee. In addition, Höegh LNG Management is paid an annual management fee of approximately $672,000, $672,000 and $600,000 under the ship management agreements or sub-technical support agreement with each of SRV Joint Gas Ltd., SRV Joint Gas Two Ltd. and Höegh Norway,

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respectively. Pursuant to the master spare parts supply agreement, PT Hoegh will pay Höegh Asia for the actual cost of any supplied services plus a 5.0% fee on the cost of such supplied services. Pursuant to the master maintenance agreement, PT Hoegh will pay Höegh Shipping for the actual costs of any supplied services plus a 5.0% fee on the cost of such supplied services.

For a more detailed description of these agreements, please read “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—Joint Venture Commercial and Administration Management Agreements,” “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—PGN FSRU Lampung Agreements” and “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—Ship Management Agreements and Sub-Technical Agreement.”

Principal Executive Offices and Internet Address; SEC Filing Requirements

Our registered and principal executive offices are located at 2 Reid Street, Hamilton, HM 11, Bermuda, and our phone number is +1 (441) 295-6815. We expect to make our periodic reports and other information filed with or furnished to the United States Securities and Exchange Commission (the “SEC”) available, free of charge, through our website at www.hoeghlngpartners.com, which will be operational after this offering, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Please read “Where You Can Find More Information” for an explanation of our reporting requirements as a foreign private issuer.

Summary of Conflicts of Interest and Fiduciary Duties

Our general partner and our directors will have a legal duty to manage us in a manner beneficial to our unitholders, subject to the limitations described under “Conflicts of Interest and Fiduciary Duties.” This legal duty is commonly referred to as a “fiduciary duty.” Our directors also will have fiduciary duties to manage us in a manner beneficial to us, our general partner and our limited partners. As a result of these relationships, conflicts of interest may arise between us and our unaffiliated limited partners on the one hand, and Höegh LNG and its affiliates, including our general partner, on the other hand. The resolution of these conflicts may not be in the best interest of us or our unitholders. In particular:

• certain of our directors will also serve as directors or executive officers of Höegh LNG or its affiliates and as such will have fiduciary duties to Höegh LNG or its affiliates that may cause them to pursue business strategies that disproportionately benefit Höegh LNG or its affiliates or which otherwise are not in the best interests of us or our unitholders;

• our partnership agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner, which entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligations to give any consideration to any interest of or factors affecting us, our affiliates or any unitholder; when acting in its individual capacity, our general partner may act without any fiduciary obligation to us or the unitholders whatsoever;

• Höegh LNG and its affiliates may compete with us, subject to the restrictions contained in the omnibus agreement, and could own and operate FSRUs and LNG carriers under charters of five or more years that may compete with our vessels if we do not purchase such vessels from Höegh LNG;

• any agreement between us, on the one hand, and our general partner and its affiliates, on the other, will not grant to the unitholders, separate and apart from us, the right to enforce the obligations of our general partner and its affiliates in our favor;

• borrowings by us and our affiliates will not constitute a breach of any duty owed by our general partner or our directors to our unitholders, including borrowings that have the purpose or effect of: (i) enabling our general partner or its affiliates to receive distributions on any subordinated units held by them or the incentive distribution rights or (ii) hastening the expiration of the subordination period;

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• the holder or holders of our incentive distribution rights, which initially will be Höegh LNG, will have the right to reset the minimum quarterly distribution and the cash target distribution levels upon which the incentive distributions payable to such holder or holders are based without the approval of unitholders or the conflicts committee of our board of directors at any time when there are no subordinated units outstanding and we have made cash distributions to the holders of the incentive distribution rights at the highest level of incentive distribution for each of the prior four consecutive fiscal quarters; in connection with such resetting and the corresponding relinquishment by such holder or holders of incentive distribution payments based on the cash target distribution levels prior to the reset, such holder or holders will be entitled to receive a number of newly issued common units based on a predetermined formula described under “How We Make Cash Distributions—Höegh LNG’s Right to Reset Incentive Distribution Levels”; and

• in connection with the offering, we will enter into agreements, and may enter into additional agreements, with Höegh LNG and certain of its subsidiaries, relating to the purchase of additional vessels, the provision of certain services to us by Höegh LNG and its affiliates and other matters. In the performance of their obligations under these agreements, Höegh LNG and its subsidiaries, other than our general partner, are not held to a fiduciary duty standard of care to us, our general partner or our limited partners, but rather to the standard of care specified in these agreements.

For a more detailed description of our management structure, please read “Management—Directors and Executive Officers” and “Certain Relationships and Related Party Transactions.”

Although a majority of our directors will be elected by our common unitholders at our 2014 annual meeting, our general partner will have influence on decisions made by our board of directors. Our board of directors will have a conflicts committee composed solely of independent directors. Our board of directors may, but is not obligated to, seek approval of the conflicts committee for resolutions of conflicts of interest that may arise as a result of the relationships between Höegh LNG and its affiliates, on the one hand, and us and our unaffiliated limited partners, on the other. There can be no assurance that a conflict of interest will be resolved in favor of the Partnership.

For a more detailed description of the conflicts of interest and fiduciary duties of our general partner and its affiliates, please read “Conflicts of Interest and Fiduciary Duties.” For a description of our other relationships with our affiliates, please read “Certain Relationships and Related Party Transactions.”

In addition, our partnership agreement contains provisions that reduce the standards to which our general partner and our directors would otherwise be held under Marshall Islands law. For example, our partnership agreement limits the liability and reduces the fiduciary duties of our general partner and our directors to our unitholders. Our partnership agreement also restricts the remedies available to unitholders. By purchasing a common unit, you are treated as having agreed to the modified standard of fiduciary duties and to certain actions that may be taken by our general partner, its affiliates or our directors, all as set forth in our partnership agreement. Please read “Conflicts of Interest and Fiduciary Duties” for a description of the fiduciary duties that would otherwise be imposed on our general partner, its affiliates and our directors under Marshall Islands law, the material modifications of those duties contained in our partnership agreement and certain legal rights and remedies available to our unitholders under Marshall Islands law.

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The Offering

Common units offered to the public              common units.

             common units if the underwriters exercise in full their option to purchase additional common units.

Units outstanding after this offering              common units and              subordinated units, representing a     % and     % limited partner interest in us, respectively. If the underwriters do not exercise their option to purchase additional common units, we will issue              common units to Höegh LNG upon the option’s expiration for no additional consideration. Accordingly, the exercise of the underwriters’ option will not affect the total number of common units outstanding. In addition, our general partner will own a non-economic general partner interest in us.

Use of proceeds We intend to use the net proceeds from this offering (approximately $         million, after deducting the underwriting discounts, structuring fees and estimated offering expenses payable by us) as follows: (i) up to $140 million to make a loan to Höegh LNG in exchange for a note bearing interest at a rate of 5.88% per annum, which is repayable on demand or which we can elect to utilize as part of the purchase consideration in the event we purchase all or a portion of Höegh LNG’s interests in the Independence, (ii) $20 million for general partnership purposes and (iii) the remainder to make a cash distribution to Höegh LNG.

The net proceeds from any exercise of the underwriters’ option to purchase additional common units (approximately $         million, if exercised in full, after deducting the underwriting discounts, structuring fees and estimated offering expenses payable by us) will be used to make an additional cash distribution to Höegh LNG.

Cash distributions We intend to make minimum quarterly distributions of $         per unit ($         per unit on an annualized basis) to the extent we have sufficient cash from operations after establishment of cash reserves and payment of fees and expenses, including payments to our general partner. In general, we will pay any cash distributions we make each quarter in the following manner:

• first, 100.0% to the holders of common units, until each common unit has received a minimum quarterly distribution of $         plus any arrearages from prior quarters;

• second, 100.0% to the holders of subordinated units, until each subordinated unit has received a minimum quarterly distribution of $         ; and

• third, 100.0% to all unitholders, until each unit has received an aggregate distribution of $        .

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Within 45 days after the end of each fiscal quarter (beginning with the quarter ending                     , 2014), we will distribute all of our available cash to unitholders of record on the applicable record date. We will adjust the minimum quarterly distribution for the period from the closing of the offering through                     , 2014 based on the actual length of the period. Our ability to pay our minimum quarterly distribution is subject to various restrictions and other factors described in more detail under the caption “Our Cash Distribution Policy and Restrictions on Distributions.”

If cash distributions to our unitholders exceed $         per unit in a quarter, holders of our incentive distribution rights (initially, Höegh LNG) will receive increasing percentages, up to 50.0%, of the cash we distribute in excess of that amount. We refer to these distributions as “incentive distributions.” We must distribute all of our cash on hand at the end of each quarter, less reserves established by our board of directors to provide for the proper conduct of our business, to comply with any applicable debt instruments or to provide funds for future distributions. We refer to this cash as “available cash,” and we define its meaning in our partnership agreement. The amount of available cash may be greater than or less than the aggregate amount of the minimum quarterly distribution to be distributed on all units.

We believe, based on the estimates contained in and the assumptions listed under “Our Cash Distribution Policy and Restrictions on Distributions—Forecasted Cash Available for Distribution,” that we will have sufficient cash available for distribution to enable us to pay the minimum quarterly distribution of $         on all of our common and subordinated units for each quarter through September 30, 2015. However, we do not have a legal obligation to pay quarterly distributions at our minimum quarterly distribution rate or at any other rate. There is no guarantee that we will distribute quarterly cash distributions to our unitholders in any quarter. Unanticipated events may occur that could adversely affect the actual results we achieve during the forecast period. Consequently, our actual results of operations, cash flows and financial condition during the forecast period may vary from the forecast, and such variations may be material. Prospective investors are cautioned to not place undue reliance on the forecast and should make their own independent assessment of our future results of operations, cash flows and financial condition.

Please read “Our Cash Distribution Policy and Restrictions on Distributions—Forecasted Cash Available for Distribution.”

Subordinated units Höegh LNG will initially own all of our subordinated units. The principal difference between our common units and subordinated units is that in any quarter during the subordination period the subordinated units are entitled to receive the minimum quarterly distribution of $         per unit only after the common units have

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received the minimum quarterly distribution and arrearages in the payment of the minimum quarterly distribution from prior quarters. Subordinated units will not accrue arrearages. The subordination period generally will end if we have earned and paid at least $         on each outstanding common and subordinated unit for any three consecutive four-quarter periods ending on or after June 30, 2019.

For purposes of determining whether the subordination period will end, the three consecutive four-quarter periods for which the determination is being made may include one or more quarters with respect to which arrearages in the payment of the minimum quarterly distribution on the common units have accrued, provided that all such arrearages have been repaid prior to the end of each such four-quarter period.

The subordination period will also end upon the removal of our general partner other than for cause if units held by our general partner and its affiliates are not voted in favor of such removal.

When the subordination period ends, all subordinated units will convert into common units on a one-for-one basis, the common units will no longer be entitled to arrearages and the converted units will then participate pro rata with the other common units in distributions of available cash.

Please read “How We Make Cash Distributions—Subordination Period.”

Höegh LNG’s right to reset the target distribution levels Höegh LNG, as the initial holder of all of our incentive distribution rights, has the right, at a time when there are no subordinated units outstanding and it has received incentive distributions at the highest level to which it is entitled (50.0%) for each of the prior four consecutive fiscal quarters, to reset the initial cash target distribution levels at higher levels based on the distribution at the time of the exercise of the reset election. If Höegh LNG transfers all or a portion of the incentive distribution rights it holds in the future, then the holder or holders of a majority of our incentive distribution rights will be entitled to exercise this right. Following a reset election by Höegh LNG, the minimum quarterly distribution amount will be reset to an amount equal to the average cash distribution per common unit for the two fiscal quarters immediately preceding the reset election (we refer to such amount as the “reset minimum quarterly distribution amount”), and the target distribution levels will be reset to correspondingly higher levels based on the same percentage increases above the reset minimum quarterly distribution amount as our current target distribution levels.

In connection with resetting these target distribution levels, Höegh LNG will be entitled to receive a number of common units equal to

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that number of common units whose aggregate quarterly cash distributions equaled the average of the distributions to it on the incentive distribution rights in the prior two quarters. For a more detailed description of Höegh LNG’s right to reset the target distribution levels upon which the incentive distribution payments are based and the concurrent right of Höegh LNG to receive common units in connection with this reset, please read “How We Make Cash Distributions—Höegh LNG’s Right to Reset Incentive Distribution Levels.”

Issuance of additional units Our partnership agreement authorizes us to issue an unlimited number of additional units, including units that are senior to the common units in rights of distribution, liquidation and voting, on the terms and conditions determined by our board of directors, without the consent of our unitholders. Please read “Units Eligible for Future Sale” and “Our Partnership Agreement—Issuance of Additional Interests.”

Board of directors We will hold a meeting of the limited partners every year to elect one or more members of our board of directors and to vote on any other matters that are properly brought before the meeting. Our general partner has the right to appoint three of the seven members of our board of directors who will serve as directors for terms determined by our general partner. At our 2014 annual meeting, the common unitholders will elect four of our directors. The four directors elected by our common unitholders at our 2014 annual meeting will be divided into four classes to be elected by our common unitholders annually on a staggered basis to serve for four-year terms. The majority of our directors will be non-United States citizens or residents.

Limited voting rights Except as otherwise described herein, each outstanding common unit is entitled to one vote on matters subject to a vote of common unitholders. However, to preserve our ability to claim an exemption from U.S. federal income tax under Section 883 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), if at any time, any person or group owns beneficially more than 4.9% of any class of units then outstanding, any such units owned by that person or group in excess of 4.9% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of unitholders, calculating required votes (except for purposes of nominating a person for election to our board of directors), determining the presence of a quorum or for other similar purposes under our partnership agreement, unless otherwise required by law. The voting rights of any such unitholders in excess of 4.9% will effectively be redistributed pro rata among the other common unitholders holding less than 4.9% of the voting power of all classes of units entitled to vote. Our general partner, its affiliates and persons who acquired common units with the prior approval of our board of directors will not be subject to this 4.9% limitation except with respect to voting their common units in the election of the elected directors.

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You will have no right to elect our general partner on an annual or other continuing basis. Our general partner may not be removed except by a vote of the holders of at least 75% of the outstanding units, including any units owned by our general partner and its affiliates, voting together as a single class. Upon consummation of this offering, Höegh LNG will own approximately     % of our common units and all of our subordinated units, representing an aggregate     % limited partner interest in us. If the underwriters’ option to purchase additional common units is exercised in full, Höegh LNG will own approximately     % of our common units and will own all of our subordinated units, representing an aggregate     % limited partner interest in us. As a result, you will initially be unable to remove our general partner without its or Höegh LNG’s consent, because Höegh LNG will own sufficient units upon completion of this offering to be able to prevent the general partner’s removal. Please read “Our Partnership Agreement—Voting Rights.”

Limited call right If at any time our general partner and its affiliates own more than 80.0% of the outstanding common units, our general partner has the right, but not the obligation, to purchase all, but not less than all, of the remaining common units at a price equal to the greater of (x) the average of the daily closing prices of the common units over the 20 trading days preceding the date three days before the notice of exercise of the call right is first mailed and (y) the highest price paid by our general partner or any of its affiliates for common units during the 90-day period preceding the date such notice is first mailed. Our general partner is not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon the exercise of this limited call right. Please read “Our Partnership Agreement—Limited Call Right.”

U.S. federal income tax considerations Although we are organized as a limited partnership, we have elected to be treated as a corporation solely for U.S. federal income tax purposes. Consequently, all or a portion of the distributions you receive from us will constitute dividends for such purposes. The remaining portion of such distributions will be treated first as a non-taxable return of capital to the extent of your tax basis in your common units and, thereafter, as capital gain. We estimate that if you hold the common units that you purchase in this offering through the period ending December 31, 2016, the distributions you receive, on a cumulative basis, that will constitute dividends for U.S. federal income tax purposes will be approximately     % of the total cash distributions you receive during that period. Please read “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Ratio of Dividend Income to Distributions” for the basis of this estimate. Please also read “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—U.S. Federal Taxation of Distributions” for a discussion relating to the taxation of dividends.

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For a discussion of other material U.S. federal income tax consequences that may be relevant to prospective unitholders, please read “Material U.S. Federal Income Tax Considerations.”

Non-U.S. tax considerations For a discussion of material non-United States income tax considerations that may be relevant to prospective unitholders, please read “Non-United States Tax Consequences.” Please also read “Risk Factors— Tax Risks” for a discussion of the risk that unitholders may be attributed the activities we undertake in various jurisdictions for taxation purposes.

Exchange listing We have applied to list our common units on the New York Stock Exchange, under the symbol “HMLP.”

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Summary Historical Financial and Operating Data

The following table presents summary historical financial and operating data of (i) Höegh Lampung, (ii) PT Hoegh (the owner of the PGN FSRU Lampung and the tower yoke mooring system (the “Mooring”)), (iii) interests in SRV Joint Gas Ltd. (the joint venture owning the GDF Suez Neptune) and (iv) interests in SRV Joint Gas Two Ltd. (the joint venture owning the GDF Suez Cape Ann). The transfer of the entities and the joint venture interests will be recorded at Höegh LNG’s consolidated book values. Höegh Lampung and PT Hoegh and our 50% interests in SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd. are, collectively, referred to herein as our predecessor. Two of the vessels in our initial fleet (the GDF Suez Neptune and the GDF Suez Cape Ann) are owned by our joint ventures, each of which is owned 50% by us. Under applicable accounting rules, we do not consolidate the financial results of these two joint ventures into our predecessor’s financial results. Our predecessor accounts for its 50% equity interests in these two joint ventures as equity method investments in its combined carve-out financial statements. We derive cash flows from the operations of these two joint ventures from principal and interest payments on our shareholder loans to our joint ventures.

We have two segments, which are the “Majority Held FSRUs” and the “Joint Venture FSRUs.” As of March 31, 2014 and December 31, 2013 and 2012, Majority Held FSRUs included the PGN FSRU Lampung and construction contract revenue and expenses of the Mooring under construction. The Mooring will be sold to the charterer of the PGN FSRU Lampung. As of March 31, 2014 and December 31, 2013 and 2012, Joint Venture FSRUs included two 50%-owned FSRUs, the GDF Suez Neptune and the GDF Suez Cape Ann. We measure our segment profit based on segment EBITDA. Segment EBITDA is reconciled to operating income and net income for each segment in the segment table below. The accounting policies applied to the segments are the same as those applied in the historical combined carve-out financial statements, except that Joint Venture FSRUs are presented under the proportional consolidation method for the segment reporting and under the equity method in our predecessor’s historical combined carve-out financial statements. Under the proportional consolidation method, 50% of the Joint Venture FSRUs’ revenues, expenses and assets are reflected in the segment reporting. Management monitors the results of operations of our joint ventures under the proportional consolidation method and not the equity method.

You should read the following summary financial and operating data in conjunction with “Presentation of Financial Information,” “Selected Historical Financial and Operating Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” as well as the historical combined carve-out financial statements of our predecessor, the historical combined financial statements of the two joint ventures that own the GDF Suez Neptune and the GDF Suez Cape Ann and the related notes thereto included elsewhere in this prospectus. The financial information included in this prospectus may not be indicative of our future results of operations, financial condition and cash flows.

Set forth below is summary historical financial data of our predecessor and summary historical financial data for our Joint Venture FSRUs segment as of March 31, 2014 and for the three months ended March 31, 2014 and 2013 and as of and for the years ended December 31, 2013 and 2012. The summary historical financial data as of and for the years ended December 31, 2013 and 2012 have been derived from the audited historical combined carve-out financial statements of our predecessor prepared in accordance with U.S. GAAP included elsewhere in this prospectus. The summary historical financial data as of March 31, 2014 and for the three months ended March 31, 2014 and 2013 have been derived from the unaudited historical condensed interim combined carve-out financial statements of our predecessor prepared in accordance with U.S. GAAP included elsewhere in this prospectus.

Our predecessor’s consolidated results of operations for the three months ended March 31, 2014 and 2013 and the years ended December 31, 2013 and December 31, 2012 reflect investments made in the PGN FSRU Lampung during the period of her construction, including the construction of the Mooring on behalf of PGN. However, such results do not reflect the operations of the PGN FSRU Lampung, as her time charter is expected to start in July 2014.

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	Predecessor Historical
	Year Ended December  31,						Three Months Ended March 31,
(in thousands of U.S. Dollars, except fleet data)	2012			2013			2013			2014
Statement of Income Data:
Construction contract revenue	$	5,512		$	50,362		$	8,638		$	29,127
Other revenue		—			511			—			—
Total revenues		5,512			50,873			8,638			29,127
Construction contract expenses		(5,512	)		(43,272	)		(8,638	)		(24,661	)
Administrative expenses		(3,185	)		(8,043	)		(1,325	)		(4,148	)
Depreciation and amortization		—			(8	)		—			(8	)
Total operating expenses		(8,697	)		(51,323	)		(9,963	)		(28,817	)
Equity in earnings of joint ventures		5,007			40,228			8,916			(1,671	)
Operating income		1,822			39,778			7,591			(1,361	)
Interest income		2,481			2,122			554			466
Interest expense		(114	)		(352	)		(12	)		(81	)
Other items, net		(1	)		(1,021	)		—			(380	)
Income before tax		4,188			40,527			8,133			(1,356	)
Income tax expense		—			—			—			(408	)
Net income	$	4,188		$	40,527		$	8,133		$	(1,764	)
Balance Sheet Data (at end of period):
Assets:
Cash and cash equivalents	$	100		$	108					$	4,957
Restricted cash		10,700			10,700						—
Newbuilding		86,067			122,517						126,165
Advances to joint ventures		28,671			24,510						22,944
Total assets		135,125			226,730						261,855
Liabilities and Equity:
Accumulated losses of joint ventures		94,528			54,300						55,971
Amount, loans and promissory notes due to owners and affiliates		91,585			208,637						52,578
Owner’s equity		(53,229	)		(48,035	)					39,333
Total liabilities and equity		135,125			226,730						261,855
Cash Flow Data:
Net cash used by operating activities	$	(7,635	)	$	(42,083	)	$	(4,547	)	$	(18,696	)
Net cash used in investing activities		(61,709	)		(30,726	)		(25,952	)		10,279
Net cash provided by financing activities		69,444			72,817			30,499			13,266
Fleet Data:
Number of vessels(1)		2			2			2			2
Average age (in years)		2.9			3.9			3.1			4.1
Average charter length remaining excluding options (in years)		17.1			16.1			16.9			15.9
Average charter length remaining including options (in years)		27.1			26.1			26.9			25.9
Average off-hire days per vessel		0			0			0			0
Other Financial Data:
Segment EBITDA(2)	$	29,239		$	31,905		$	6,668		$	8,422
Capital expenditures:
Expenditures for vessels and equipment		58,138			36,450						3,648

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	Predecessor Historical
	Year Ended December 31,				Three Months Ended March 31,
(in thousands of U.S. Dollars)	2012		2013		2013		2014
Selected Segment Data:
Joint Venture FSRUs (proportional consolidation)(3)
Segment Statement of Income Data:
Time charter revenues	$	41,076	$	41,110	$	10,004	$	10,249
Segment EBITDA(2)		32,424		32,347		7,993		8,104
Operating income		23,364		23,294		5,733		5,819
Segment Balance Sheet Data (at end of period):
Vessels, net of accumulated depreciation	$	294,993	$	286,460			$	284,762
Total assets		315,566		307,335				305,013
Segment Capital Expenditures:
Expenditures for vessels and equipment	$	1,435	$	522			$	587
Expenditures for drydocking		722		—				—

(1) Includes vessels in our joint ventures but does not include the PGN FSRU Lampung, which will begin operations in July 2014.

(2) Please read “Non-GAAP Financial Measures” below.

(3) Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Results of Operations—Predecessor—Year Ended December 31, 2012 Compared with the Year Ended December 31, 2013—Segments” and “Predecessor—Three Months Ended March 31, 2013 Compared with the Three Months Ended March 31, 2014—Segments” for information on the basis of presentation of the Joint Venture FSRUs segment.

Non-GAAP Financial Measures

Segment EBITDA and Adjusted EBITDA. EBITDA is defined as earnings before interest, depreciation and amortization and taxes. Segment EBITDA is defined as earnings before interest, depreciation and amortization, taxes and other financial items. Other financial items consist of gains and losses on derivative instruments and other items, net (including foreign exchange gains and losses and withholding tax on interest expenses). Adjusted EBITDA is defined as earnings before interest, depreciation and amortization, taxes, other financial items and cash collections on direct financial lease investments. Cash collections on direct finance lease investments consist of the difference between the payments under the time charter and the revenues recognized as a financial lease (representing the repayment of the principal recorded as a receivable). Segment EBITDA and Adjusted EBITDA are used as supplemental financial measures by management and external users of financial statements, such as our lenders, to assess our financial and operating performance. We believe that Segment EBITDA assists our management and investors by increasing the comparability of our performance from period to period and against the performance of other companies in our industry that provide Segment EBITDA information. This increased comparability is achieved by excluding the potentially disparate effects between periods or companies of interest, other financial items, depreciation and amortization and taxes, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect net income between periods. We believe that including Segment EBITDA as a financial and operating measure benefits investors in (a) selecting between investing in us and other investment alternatives and (b) monitoring our ongoing financial and operational strength in assessing whether to continue to hold common units. We believe Adjusted EBITDA benefits investors in comparing our results to other investment alternatives that account for time charters as operating leases rather than financial leases.

Segment EBITDA and Adjusted EBITDA should not be considered alternatives to net income, operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. Segment EBITDA and Adjusted EBITDA exclude some, but not all, items that affect net income, and these measures may vary among other companies. Therefore, Segment EBITDA as

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presented below may not be comparable to similarly titled measures of other companies. The following tables reconcile Segment EBITDA for each of the segments and our predecessor as a whole (combined carve-out reporting) to net income (loss), the comparable U.S. GAAP financial measure, for the periods presented:

	Predecessor Historical
	Year ended December 31, 2013
	Majority Held FSRUs		Joint Venture FSRUs (Proportional Consolidation)			Other			Total Segment Reporting			Combined Carve-out Reporting
(in thousands of U.S. Dollars)
Reconciliation to net income (loss)
Net income (loss)	$	1,730	$	40,228		$	(1,431	)	$	40,527		$	40,527
Interest income		—		—			(2,122	)		(2,122	)		(2,122	)
Interest expense		352		18,085			—			18,437			352
Depreciation and amortization		8		9,053			—			9,061			8
Income tax (benefit) expense		—		—			—			—			—
Equity in earnings of joint ventures: Interest (income) expense, net		—		—			—			—			18,085
Equity in earnings of joint ventures: Depreciation and amortization		—		—			—			—			9,053
Other financial items(1)		1,021		(35,019	)		—			(33,998	)		1,021
Equity in earnings of joint ventures: Other financial items(1)		—		—			—			—			(35,019	)
Segment EBITDA	$	3,111	$	32,347		$	(3,553	)	$	31,905		$	31,905

	Predecessor Historical
	Year ended December 31, 2012
	Majority Held FSRUs			Joint Venture FSRUs (Proportional Consolidation)			Other			Total Segment Reporting			Combined Carve-out Reporting
(in thousands of U.S. Dollars)
Reconciliation to net income (loss)
Net income (loss)	$	(2,487	)	$	5,007		$	1,668		$	4,188		$	4,188
Interest income		—			(1	)		(2,481	)		(2,482	)		(2,481	)
Interest expense		114			19,033			—			19,147			114
Depreciation and amortization					9,060			—			9,060			—
Income tax (benefit) expense		—			—			—			—			—
Equity in earnings of joint ventures: Interest (income) expense, net		—			—			—			—			19,033
Equity in earnings of joint ventures: Depreciation and amortization		—			—			—			—			9,060
Other financial items(1)		1			(675	)					(674	)		1
Equity in earnings of joint ventures: Other financial items(1)		—			—			—			—			(675	)
Segment EBITDA	$	(2,372	)	$	32,424		$	(813	)	$	29,239		$	29,239

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	Predecessor Historical
	Three Months ended March 31, 2014
	Majority Held FSRUs		Joint Venture FSRUs (Proportional Consolidation)			Other			Total Segment Reporting			Combined Carve-out Reporting
(in thousands of U.S. Dollars)
Reconciliation to net income (loss)
Net income (loss)	$	2,258	$	(1,671	)	$	(2,351	)	$	(1,764	)	$	(1,764	)
Interest income		—		—			(466	)		(466	)		(466	)
Interest expense		81		4,319			—			4,400			81
Depreciation and amortization		8		2,285			—			2,293			8
Income tax (benefit) expense		408		—			—			408			408
Equity in earnings of joint ventures: Interest (income) expense, net		—		—			—			—			4,319
Equity in earnings of joint ventures: Depreciation and amortization		—		—			—			—			2,285
Other financial items(1)		380		3,171			—			3,551			380
Equity in earnings of joint ventures: Other financial items(1)		—		—			—			—			3,171
Segment EBITDA	$	3,135	$	8,104		$	(2,817	)	$	8,422		$	8,422

	Predecessor Historical
	Three Months ended March 31, 2013
	Majority Held FSRUs			Joint Venture FSRUs (Proportional Consolidation)			Other			Total Segment Reporting			Combined Carve-out Reporting
(in thousands of U.S. Dollars)
Reconciliation to net income (loss)
Net income (loss)	$	(962	)	$	8,916		$	179		$	8,133		$	8,133
Interest income		—			—			(554	)		(554	)		(554	)
Interest expense		12			4,542			—			4,554			12
Depreciation and amortization		—			2,260			—			2,260			—
Income tax (benefit) expense		—			—			—			—			—
Equity in earnings of joint ventures: Interest (income) expense, net		—			—			—			—			4,542
Equity in earnings of joint ventures: Depreciation and amortization		—			—			—			—			2,260
Other financial items(1)		—			(7,725	)		—			(7,725	)		—
Equity in earnings of joint ventures: Other financial items(1)		—			—			—			—			(7,725	)
Segment EBITDA	$	(950	)	$	7,993		$	(375	)	$	6,668		$	6,668

(1) Other financial items consist of gains and losses on derivative instruments and other items, net including foreign exchange gains or losses and withholding tax on interest expense.

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RISK FACTORS

Limited partner interests are inherently different from the capital stock of a corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in a similar business. You should carefully consider the following risk factors together with all of the other information included in this prospectus in evaluating an investment in our common units.

If any of the following risks were actually to occur, our business, financial condition, results of operations and ability to make cash distributions to our unitholders could be materially adversely affected. In that case, we might not be able to make cash distributions on our common units, the trading price of our common units could decline, and you could lose all or part of your investment.

Risks Inherent in Our Business

Our initial fleet consists of only three vessels. Any limitation on the availability or operation of those vessels could have a material adverse effect on our business, financial condition and results of operations and could significantly reduce our ability to make the minimum quarterly distribution to our unitholders.

Our initial fleet consists of three vessels. If any of these vessels is unable to generate revenues as a result of off-hire time, early termination of the applicable time charter, purchase of the vessel by the charterer or otherwise, our financial condition and ability to make minimum quarterly distributions to unitholders could be materially and adversely affected.

The charters relating to our vessels permit the charterer to terminate the charter in the event that the vessel is off-hire for any extended period. The charters also allow the charterer to terminate the charter upon the occurrence of specified defaults by us or in certain other cases, including termination without cause, due to force majeure or disruptions caused by war. The termination of any of our charters could have a material adverse effect on our business, financial condition and results of operations and could significantly reduce our ability to make cash distributions to our unitholders. For further details regarding termination of our charters, please read “Business—Vessel Time Charters—GDF Suez Neptune Time Charter—Termination” and “Business—Vessel Time Charters—PGN FSRU Lampung Time Charter—Termination.” We may be unable to charter the applicable vessel on terms as favorable to us as those of the terminated charter. Additionally, our charter with PGN permits PGN to purchase the vessel beginning in June 2017. Any compensation we receive for the purchase of the PGN FSRU Lampung may not adequately compensate us for the loss of the vessel and related time charter.

We are dependent on GDF Suez and PGN as the sole customers for our vessels. A deterioration of the financial viability of GDF Suez or PGN or our relationship with either GDF Suez or PGN, or the loss of either GDF Suez or PGN as a customer, would have a material adverse effect on our business, financial condition, results of operations and ability to make cash distributions to our unitholders.

For each of the three months ended March 31, 2014 and 2013 and the years ended December 31, 2013 and 2012, PGN accounted for all of the revenues in our combined carve-out income statement. GDF Suez accounted for all of the revenues of our joint ventures from which we derived all of our equity in earnings of joint ventures for each of the three months ended March 31, 2014 and 2013 and the years ended December 31, 2013 and 2012. Commencing in the second half of 2014, we expect PGN to account for approximately half of our annual revenues. A deterioration in the financial viability of GDF Suez or PGN or the loss of either GDF Suez or PGN as a customer, or a decline in payments under any of the related charters, would have a greater adverse effect on us than for a company with a more diverse customer base, and could have a material adverse effect on our business, financial condition, results of operations and ability to make cash distributions to our unitholders.

We or our joint ventures could lose a customer or the benefits of a charter as a result of a breach by the customer of a charter or other unanticipated developments, such as:

• the customer failing to make charter payments because of its financial inability, disagreements with us or our joint venture partners or otherwise;

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• the customer exercising its right to terminate the charter in certain circumstances, such as: (i) defaults of our or our joint ventures’ obligations under the applicable charter, including prolonged periods of off-hire; (ii) with respect to the GDF Suez Neptune and the GDF Suez Cape Ann, in the event of war that would materially interrupt the performance of the time charter; or (iii) with respect to the PGN FSRU Lampung, in the event of specified types of force majeure;

• with respect to the GDF Suez Neptune and the GDF Suez Cape Ann, GDF Suez exercising its right to terminate the charter without cause at any time following the fourth and sixth years, respectively, of the charters’ effectiveness, in which case GDF Suez will be obligated to pay the vessel owner a previously agreed upon termination fee based on the date such charter is terminated;

• the charter terminating automatically if the vessel is lost or deemed a constructive loss;

• with respect to the PGN FSRU Lampung, PGN exercising its option to purchase the vessel; or

• a prolonged force majeure event or a declaration of war in any location that materially interrupts the performance of the time charter.

Please read “Business—Vessel Time Charters—GDF Suez Neptune Time Charter—Termination” and “Business—Vessel Time Charters—PGN FSRU Lampung Time Charter—Termination.” If any charter is terminated, we or our joint ventures, as applicable, may be unable to re-deploy the related vessel on terms as favorable as the current charters or at all. In addition, any termination fee payable to us may not adequately compensate us for the loss of the charter.

Any event, whether in our industry or otherwise, that adversely affects a customer’s financial condition, leverage, results of operations, cash flows or demand for our services may adversely affect our ability to sustain or increase cash distributions to our unitholders. Accordingly, we are indirectly subject to the business risks of our customers, including their level of indebtedness and the economic conditions and government policies in their areas of operation.

The ability of each of our customers to perform its obligations under its applicable charter depends on its future financial condition and economic performance, which in turn will depend on prevailing economic conditions and financial, business and other factors, many of which are beyond its control.

We may not have sufficient cash from operations following the establishment of cash reserves and payment of fees and expenses to enable us to pay the minimum quarterly distribution on our common units.

We may not have sufficient cash from operations to pay the minimum quarterly distribution of $         per unit on our common units. The amount of cash we can distribute on our units principally depends upon the amount of cash we generate from our operations. We generate cash from our operations and through distributions from our joint ventures, and as such our cash from operations are dependent on our operations and the cash distributions and operations of our joint ventures, each of which may fluctuate based on the risks described in this section, including, among other things:

• the hire rates we and our joint ventures obtain from charters;

• the level of operating costs and other expenses, such as the cost of crews and insurance;

• the continued availability of natural gas production, liquefaction and regasification facilities;

• demand for LNG;

• supply and capacities of FSRUs and LNG carriers;

• prevailing global and regional economic and political conditions;

• currency exchange rate fluctuations;

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• interest rate fluctuations; and

• the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business.

In addition, the actual amount of cash we will have available for distribution will depend on other factors, including:

• the level of capital expenditures we and our joint ventures make, including for maintaining or replacing vessels, building new vessels, acquiring existing vessels and complying with regulations;

• the number of unscheduled off-hire days for our fleet and the timing of, and number of days required for, scheduled drydocking of our vessels;

• our and our joint ventures’ debt service requirements and restrictions on distributions contained in our and our joint ventures’ current and future debt instruments;

• fluctuations in interest rates;

• fluctuations in working capital needs;

• variable tax rates;

• our ability to make, and the level of, working capital borrowings; and

• the amount of any cash reserves established by our board of directors.

In addition, each quarter we will be required by our partnership agreement to deduct estimated maintenance and replacement capital expenditures from operating surplus, which may result in less cash available to unitholders than if actual maintenance and replacement capital expenditures were deducted. Our ability to pay distributions will also be limited to the extent that we have sufficient cash after establishment of cash reserves and payments to our general partner.

The amount of cash we generate from our operations and the cash distributions received from our joint ventures may differ materially from our or their profit or loss for the period, which will be affected by non-cash items. As a result of this and the other factors mentioned above, we may make cash distributions during periods when we record losses and may not make cash distributions during periods when we record net income.

The assumptions underlying our forecast of cash available for distribution are inherently uncertain and are subject to risks and uncertainties that could cause actual results to differ materially from those forecasted.

The forecast of cash available for distribution set forth in “Our Cash Distribution Policy and Restrictions on Distributions” is based in part on our forecasts of operating results and cash flows for us and our joint ventures for the 12-month period ending September 30, 2015. The financial forecasts have been prepared by management and we have not received opinions or reports on them from our or any other independent auditor. The assumptions underlying these forecasts and our forecast of cash available for distribution are inherently uncertain, do not reflect any acquisitions and are subject to significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those forecasted. If the forecasted results are not achieved, we may not be able to pay the full minimum quarterly distribution or any amount on our common units or subordinated units, in which event the market price of the common units may decline materially.

Our ability to grow and to meet our financial needs may be adversely affected by our cash distribution policy.

Our cash distribution policy, which is consistent with our partnership agreement, requires us to distribute all of our available cash (as defined in our partnership agreement) each quarter. Accordingly, our growth may not be as fast as businesses that reinvest their available cash to expand ongoing operations.

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In determining the amount of cash available for distribution, our board of directors approves the amount of cash reserves to set aside, including reserves for future maintenance and replacement capital expenditures, working capital and other matters. We may also rely upon external financing sources, including commercial borrowings, to fund our capital expenditures. Accordingly, to the extent we do not have sufficient cash reserves or are unable to obtain financing, our cash distribution policy may significantly impair our ability to meet our financial needs or to grow.

We are a holding entity that has historically derived a substantial majority of our income from equity interests in our joint ventures. Neither we nor our joint venture partners exercise affirmative control over our joint ventures. Accordingly, we cannot require our joint ventures to act in our best interests. Furthermore, our joint venture partners may prevent our joint ventures from taking action that may otherwise be beneficial to us, including making cash distributions to us. A deadlock between us and our joint venture partners could result in our exchanging equity interests in one of our joint ventures for the equity interests in our other joint venture held by our joint venture counterparties or in us or our joint venture partner selling shares in a joint venture to a third party.

We are a holding entity and conduct our operations and businesses through subsidiaries. We have historically derived a substantial majority of our income from our 50% equity interests in our joint ventures that own the GDF Suez Neptune and the GDF Suez Cape Ann. Please read “Our Joint Ventures and Joint Venture Agreements” for a description of the Second Amended and Restated Shareholders’ Agreement, dated                , 2014 (the “SRV Joint Gas shareholders’ agreement”), among our operating company, Mitsui O.S.K. Lines, Ltd., a company incorporated under the laws of Japan (“MOL”), and Tokyo LNG Tanker Co., Ltd., a company incorporated under the laws of Japan (“TLT”), which governs the composition and procedures of the board of directors of each of our joint ventures. As a result, our ability to make cash distributions to our unitholders will depend on the performance of our joint ventures, subsidiaries and other investments. If our joint venture partners do not approve cash distributions or if they are not sufficient, we will not be able to make cash distributions unless we obtain funds from other sources. We may not be able to obtain the necessary funds from other sources on terms acceptable to us. The approval of a majority of the members of the board of directors is required to consent to any proposed action by such joint ventures and, as a result, we will be unable to cause our joint venture to act in our best interests over the objection of our joint venture partners or make cash distributions to us. Our inability to require our joint ventures to act in our best interests may cause us to fail to realize expected benefits from our equity interests and could adversely affect our business, financial condition, results of operations and ability to make cash distributions to our unitholders.

Our joint venture partners for our joint ventures that own the GDF Suez Neptune and the GDF Suez Cape Ann are MOL and TLT, who we refer to in this prospectus as our joint venture partners. As described above, these entities together exercise one half of the voting power on the board of directors of each joint venture. As such, our joint venture partners may prevent our joint ventures from making cash distributions to us or may act in a manner that would otherwise not be in our best interests.

If the directors nominated by us and our joint venture partner are unable to reach agreement on any decision or action, then the issue will be resolved in accordance with the procedures set forth in the shareholders’ agreement. After the board of directors has met a second time to consider the decision or action, if the deadlock persists, one or more of our senior executives will meet with their counterpart(s) from our joint venture partners. Should, after no more than 60 days, these efforts be unsuccessful and we and our joint venture partners, on a combined basis, each own 50% of the shares in each joint venture or, when the shareholdings in each joint venture are aggregated by party, we and our joint venture partners, on a combined basis, each own 50% of the aggregate shares, we and our joint venture partners will attempt to agree within 30 days that our shareholdings be exchanged so that we own 100% of one joint venture and our joint venture partners own 100% of the other joint venture. If, however, the shareholdings are not as described in the previous sentence or we and our joint venture partners cannot agree within the specified time, we or our joint venture partners may sell our shares, including to a third party, in accordance with the procedures set forth in the shareholders’ agreement. If any of these forms of resolution were to occur, the diversity of our fleet would be reduced, and our business, financial condition, results of operations and ability to make cash distributions to our unitholders may be adversely affected.

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We must make substantial capital expenditures to maintain and replace the operating capacity of our fleet, which will reduce our cash available for distribution. In addition, each quarter we will be required, pursuant to our partnership agreement, to deduct estimated maintenance and replacement capital expenditures from operating surplus, which may result in less cash available to unitholders than if actual maintenance and replacement capital expenditures were deducted.

We must make substantial capital expenditures to maintain and replace, over the long-term, the operating capacity of our fleet, which we estimate will average approximately $10.0 million per year. Maintenance and replacement capital expenditures include capital expenditures associated with drydocking a vessel, including costs for inspection, maintenance and repair, modifying an existing vessel, acquiring a new vessel or otherwise replacing current vessels at the end of their useful lives to the extent these expenditures are incurred to maintain or replace the operating capacity of our fleet. These expenditures could vary significantly from quarter to quarter and could increase as a result of changes in:

• the cost of labor and materials;

• customer requirements;

• fleet size;

• length of charters;

• vessel useful life;

• the cost of replacement vessels;

• re-investment rate of return;

• resale or scrap value of existing vessels;

• governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment; and

• competitive standards.

Our partnership agreement requires our board of directors to deduct estimated maintenance and replacement capital expenditures, instead of actual maintenance and replacement capital expenditures, from operating surplus each quarter in an effort to reduce fluctuations in operating surplus as a result of significant variations in actual maintenance and replacement capital expenditures each quarter. The amount of estimated maintenance and replacement capital expenditures deducted from operating surplus is subject to review and change by our conflicts committee at least once a year. In years when estimated maintenance and replacement capital expenditures are higher than actual maintenance and replacement capital expenditures, the amount of cash available for distribution to unitholders will be lower than if actual maintenance and replacement capital expenditures were deducted from operating surplus. If our board of directors underestimates the appropriate level of estimated maintenance and replacement capital expenditures, we may have less cash available for distribution in periods when actual capital expenditures exceed our previous estimates.

If capital expenditures are financed through cash from operations or by issuing debt or equity securities, our ability to make cash distributions may be diminished, our financial leverage could increase or our unitholders may be diluted.

Use of cash from operations to expand our fleet will reduce cash available for distribution to unitholders. Our ability to obtain bank financing or to access the capital markets may be limited by our financial condition at the time of any such financing or offering as well as by adverse market conditions resulting from, among other things, general economic conditions, changes in the LNG industry and contingencies and uncertainties that are beyond our control. Our failure to obtain the funds for future capital expenditures could have a material adverse effect on our business, financial condition, results of operations and ability to make cash distributions to our unitholders. Even if we are successful in obtaining necessary funds, the terms of any debt financings could limit

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our ability to pay cash distributions to unitholders. In addition, incurring additional debt may significantly increase our interest expense and financial leverage, and issuing additional equity securities may result in significant unitholder dilution and would increase the aggregate amount of cash required to pay the minimum quarterly distribution to unitholders, which could have a material adverse effect on our ability to make cash distributions to our unitholders.

We may be unable to make or realize expected benefits from acquisitions, which could have an adverse effect on our expected plans for growth.

Our growth strategy includes selectively acquiring FSRUs, LNG carriers and other LNG infrastructure assets that are operating under long-term charters with stable cash flows. Any acquisition of a vessel or business may not be profitable to us at or after the time we acquire such vessel or business and may not generate cash flows sufficient to justify our investment. In addition, our acquisition growth strategy exposes us to risks that may harm our business, financial condition and results of operations, including risks that we may:

• fail to realize anticipated benefits, such as new customer relationships, cost-savings or cash flows enhancements;

• be unable to hire, train or retain qualified shore and seafaring personnel to manage and operate our growing business and fleet;

• decrease our liquidity by using a significant portion of our available cash or borrowing capacity to finance acquisitions;

• significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions;

• incur or assume unanticipated liabilities, losses or costs associated with the business or vessels acquired; or

• incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.

PGN has the option to purchase the PGN FSRU Lampung beginning in June 2017. If PGN exercises this option, it could have a material adverse effect on our operating cash flows and our ability to make cash distributions to our unitholders.

PGN has the option to purchase the PGN FSRU Lampung beginning in June 2017, at a price specified in the time charter. If PGN exercises this option, it would significantly reduce the size of our fleet, and we may be unable to identify or acquire suitable replacement vessel(s) with the proceeds of the option exercise because, among other things that are beyond our control, there may be no replacement vessel(s) that are readily available for purchase at a price that is equal to or less than the proceeds from the option exercise and on terms acceptable to us. Even if we find suitable replacement vessel(s), the hire rate(s) of such vessel(s) may be significantly lower than the hire rate under the current PGN time charter. Our inability to find suitable replacement vessel(s) or the chartering of replacement vessel(s) at lower hire rate(s) would have a material adverse effect on our results of operations, cash flows and ability to make cash distributions to our unitholders. Please read “Business—Vessel Time Charters—PGN FSRU Lampung Time Charter—Purchase Option.”

Fluctuations in overall LNG supply and demand growth could adversely affect our ability to secure future long-term charters.

Demand for LNG depends on a number of factors, including economic growth, the cost effectiveness of LNG compared to alternative fuels, environmental policy and the perceived need to diversify fuel mix for energy security reasons. The cost effectiveness of LNG compared to alternative fuels is also dependent on supply. A change in any of the factors influencing LNG demand, or an imbalance between supply and demand, could adversely affect the need for LNG infrastructure and our ability to secure additional long-term charters.

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Our growth depends on continued growth in demand for the services we provide.

Our growth strategy focuses on expansion in the floating storage and regasification sector and the maritime transportation sector, each within the LNG transportation, storage and regasification industry. The rate of LNG growth has fluctuated due to several reasons, including the global economic crisis and the continued increase in natural gas production from unconventional sources in regions such as North America. Accordingly, our growth depends on continued growth in world and regional demand for LNG, FSRUs, LNG carriers and other LNG infrastructure assets, which could be negatively affected by a number of factors, including:

• increases in the cost of LNG;

• increases in the production levels of low-cost natural gas in domestic, natural gas-consuming markets, which could further depress prices for natural gas in those markets and make LNG uneconomical;

• decreases in the cost, or increases in the demand for, conventional land-based regasification systems, which could occur if providers or users of regasification services seek greater economies of scale than FSRUs can provide or if the economic, regulatory or political challenges associated with land-based activities improve;

• decreases in the cost of alternative technologies or development of alternative technologies for vessel-based LNG regasification;

• increases in the production of natural gas in areas linked by pipelines to consuming areas, the extension of existing, or the development of new, pipeline systems in markets we may serve, or the conversion of existing non-natural gas pipelines to natural gas pipelines in those markets;

• decreases in the consumption of natural gas due to increases in its price relative to other energy sources or other factors making consumption of natural gas less attractive;

• availability of new, alternative energy sources, including compressed natural gas; and

• negative global or regional economic or political conditions, particularly in LNG consuming regions, which could reduce energy consumption or its growth.

Reduced demand for LNG, FSRUs or LNG carriers would have a material adverse effect on our future growth and could harm our business, financial condition and results of operations.

Demand for FSRUs or LNG shipping could be significantly affected by volatile natural gas prices and the overall demand for natural gas.

Gas prices are volatile and affected by numerous factors beyond our control, including, but not limited to, the following:

• worldwide demand for natural gas;

• the cost of exploration, development, production, transportation and distribution of natural gas;

• expectations regarding future energy prices for both natural gas and other sources of energy;

• the level of worldwide LNG production and exports;

• government laws and regulations, including but not limited to environmental protection laws and regulations;

• local and international political, economic and weather conditions;

• political and military conflicts; and

• the availability and cost of alternative energy sources, including alternate sources of natural gas in gas importing and consuming countries.

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Seasonality in demand, peak-load demand, and other short-term factors such as pipeline gas disruptions and maintenance schedules of utilities affect charters of less than two years and rates. In general, reduced demand for LNG, FSRUs or LNG carriers would have a material adverse effect on our future growth and could harm our business, results of operations and financial condition.

The debt levels of us and our joint ventures may limit our and their flexibility in obtaining additional financing, refinancing credit facilities upon maturity or pursuing other business opportunities or our paying distributions to you.

Upon completion of this offering and the related transactions, we estimate that our combined debt (net of unrestricted cash) will be approximately $         million. Following this offering, we will continue to have the ability to incur additional debt, and we will have the ability to borrow an additional $85 million under our sponsor credit facility, subject to certain limitations. If we acquire additional vessels or businesses, our consolidated debt may significantly increase. We may incur additional debt under this or future credit facilities. Our joint ventures’ credit facilities will mature in 2022 and require an aggregate principal repayment of approximately $330 million. A portion of the credit facility secured by the PGN FSRU Lampung will mature in 2021 and require that an aggregate principal amount of $29.2 million be refinanced. If such principal repayment is not refinanced, the export credit tranche of the PGN FSRU Lampung financing that will have an outstanding balance of $74.4 million at this time may be accelerated together with the attendant hedges. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources.”

Our level of debt could have important consequences to us, including the following:

• our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be limited or such financing may not be available on favorable terms;

• we will need a substantial portion of our cash flows to make principal and interest payments on our debt, reducing the funds that would otherwise be available for operations, future business opportunities and distributions to unitholders;

• our debt level will make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our business or the economy generally;

• our debt level may limit our flexibility in responding to changing business and economic conditions; and

• if we are unable to satisfy the restrictions included in any of our financing arrangements or are otherwise in default under any of those arrangements, as a result of our debt levels or otherwise, we will not be able to make cash distributions to you, notwithstanding our stated cash distribution policy.

Our ability to service or refinance our debt will depend on, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. If our operating results are not sufficient to service or refinance our current or future indebtedness, we will be forced to take actions such as reducing distributions, reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assets, restructuring our debt, or seeking additional equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactory terms, or at all.

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We are lending substantially all of the net proceeds of this offering to Höegh LNG pursuant to a demand note and Höegh LNG is entering into a revolving credit facility to provide us with liquidity, and, as a result of these transactions, we will be exposed to the credit risk of Höegh LNG and other risks that could impact our liquidity.

Upon consummation of this offering, we expect to lend up to $140 million to Höegh LNG pursuant to a demand note. At or prior to the closing of this offering, we expect to enter into a three-year, $85 million revolving credit facility with Höegh LNG as our lender to be used to fund our general partnership purposes, including working capital and distributions. Initially, this revolving credit facility will provide our primary source of liquidity other than our cash from operations distributed to us by our subsidiaries and joint ventures and payments made to us under our shareholder loans. Höegh LNG’s ability to make loans under the revolving credit facility and to repay the demand note on demand, may be affected by events beyond our and their control, including prevailing economic, financial and industry conditions. If market or other economic conditions deteriorate, our and their ability to comply with the terms of the revolving credit facility and the demand note may be impaired. If we make demand on the demand note, or if we request a borrowing under the revolving credit facility, Höegh LNG may not have, or be able to obtain, sufficient funds to repay the demand note or make loans under the revolving credit facility. In the event that Höegh LNG is unable to make loans to us pursuant to the revolving credit facility, or a default or other circumstance prohibits us from borrowing loans thereunder, or Höegh LNG is unable to repay the demand note upon demand, our financial condition, results of operations and ability to make cash distributions to our unitholders could be materially adversely affected.

The financing arrangements of us and our joint ventures are secured by our vessels and contain operating and financial restrictions and other covenants that may restrict our business and financing activities as well as our ability to make cash distributions to our unitholders.

The operating and financial restrictions and covenants in the financing arrangements of us and our joint ventures, including lease agreements and any future financing agreements, could adversely affect our and their ability to finance future operations or capital needs or to engage, expand or pursue our business activities. For example, the financing agreements may restrict the ability of us and our subsidiaries to:

• incur or guarantee indebtedness;

• change ownership or structure, including mergers, consolidations, liquidations and dissolutions;

• make dividends or distributions;

• make certain negative pledges and grant certain liens;

• sell, transfer, assign or convey assets;

• make certain investments; and

• enter into a new line of business.

In addition, our financing agreements require us and Höegh LNG to comply with certain financial ratios and tests, including maintaining a minimum liquidity, maintaining minimum book equity ratio and ensuring that available cash flows exceeds interest and principal payable for a nine-month test period. For more information, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Borrowing Activities.”

Our joint ventures’ and Höegh LNG’s ability to comply with covenants and restrictions contained in financing arrangements may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If market or other economic conditions deteriorate, our and their ability to comply with these covenants may be impaired. If restrictions, covenants, ratios or tests in debt instruments are breached, a significant portion of the obligations may become immediately due and payable, and the lenders’ commitment to make further loans may terminate. We and/or our joint ventures or Höegh LNG may not have, or be able to

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obtain, sufficient funds to make these accelerated payments. In addition, obligations under our and our joint ventures’ financing arrangements are secured by our vessels and, in some cases, guaranteed by Höegh LNG, and if we or they, as applicable, are unable to repay debt under our financing arrangements, the lenders could seek to foreclose on those assets. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources.”

Restrictions in our debt agreements may prevent us from paying distributions.

The payment of principal and interest on our debt will reduce our cash available for distribution. Our and our joint ventures’ financing arrangements prohibit the payment of distributions upon the occurrence of certain events, including, but not limited to:

• failure to pay any principal, interest, fees, expenses or other amounts when due;

• certain material environmental incidents;

• breach or lapse of insurance with respect to vessels securing the facilities;

• breach of certain financial covenants;

• failure to observe any other agreement, security instrument, obligation or covenant beyond specified cure periods in certain cases;

• default under other indebtedness (including certain hedging arrangements or other material agreements);

• bankruptcy or insolvency events;

• inaccuracy of any representation or warranty;

• a change of ownership of the vessel-owning subsidiary, as defined in the applicable agreement; and

• a material adverse change, as defined in the applicable agreement.

Furthermore, our financing arrangements require our subsidiaries and joint ventures to hold cash reserves that are, in certain cases, held for specifically designated uses, including working capital, operations and maintenance and debt service reserves, and are generally subject to “waterfall” provisions that allocate project revenues to specified priorities of use (such as operating expenses, scheduled debt service, targeted debt service reserves and any other reserves) and the remaining cash is distributable to us only on certain dates and subject to satisfaction of certain conditions, including meeting a 1.20 historical and projected debt service coverage ratio. None of our subsidiaries or joint ventures has been subject to blocks on the distribution of cash flows as a result of a failure to meet distribution conditions.

In connection with this offering, we will amend or seek consents or waivers of certain of our existing financing agreements in order to permit the transactions pursuant to which we will acquire interests in our initial fleet of FSRUs. We will also enter into the sponsor credit facility. We expect that the amended financing agreements will contain covenants and provisions relating to events of default similar to those contained in our existing financing agreements. Furthermore, we expect that our future financing agreements will contain similar provisions. For more information regarding these financing agreements, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources.”

Höegh LNG’s failure to comply with certain obligations under PT Hoegh’s existing financing agreement, and certain other events occurring at Höegh LNG, could result in cross-defaults or defaults under PT Hoegh’s existing credit facility, which could have a material adverse effect on us.

Höegh LNG guarantees the obligations of PT Hoegh, a company incorporated under the laws of the Republic of Indonesia and the owner of the PGN FSRU Lampung, under PT Hoegh’s existing credit facility. Pursuant to the terms of the PT Hoegh credit facility, Höegh LNG must, among other things, maintain minimum

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book equity and comply with certain minimum liquidity financial covenants. Failure by Höegh LNG to satisfy any of the covenants applicable to Höegh LNG would result in a default under the PT Hoegh credit facility. Furthermore, among other things, a default by Höegh LNG on certain of its indebtedness or the occurrence of certain other adverse events at Höegh LNG may cause a default under the PT Hoegh credit facility. Any one of these events could result in the acceleration of the maturity of the PT Hoegh credit facility and the lenders thereunder may foreclose upon any collateral securing that debt, including arrest and seizure of the PGN FSRU Lampung, even if Höegh LNG were to subsequently cure its default. In the event of such acceleration and foreclosure, PT Hoegh might not have sufficient funds or other assets to satisfy all of its obligations, which would have a material adverse effect on our business, results of operations and financial condition and would significantly reduce our ability, or make us unable, to make cash distributions to our unitholders for so long as such default is continuing. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Borrowing Activities.”

Growth of the LNG market may be limited by many factors, including infrastructure constraints and community and political group resistance to new LNG infrastructure over concerns about environmental, safety and terrorism.

A complete LNG project includes production, liquefaction, regasification, storage and distribution facilities and FSRUs or LNG carriers. Existing LNG projects and infrastructure are limited, and new or expanded LNG projects are highly complex and capital intensive, with new projects often costing several billion dollars. Many factors could negatively affect continued development of LNG infrastructure and related alternatives, including floating storage and regasification, or disrupt the supply of LNG, including:

• the availability of sufficient financing for LNG projects on commercially reasonable terms;

• decreases in the price of LNG, which might decrease the expected returns relating to investments in LNG projects;

• the inability of project owners or operators to obtain governmental approvals to construct or operate LNG facilities;

• local community resistance to proposed or existing LNG facilities based on safety, environmental or security concerns;

• any significant explosion, spill or similar incident involving an LNG facility or vessel involved in the LNG transportation, storage and regasification industry, including an FSRU or LNG carrier; and

• labor or political unrest affecting existing or proposed areas of LNG production and regasification.

We expect that, in the event any of the factors discussed above negatively affect us, some of the proposals to expand existing or develop new LNG liquefaction and regasification facilities may be abandoned or significantly delayed. If the LNG supply chain is disrupted or does not continue to grow, or if a significant explosion, spill or similar incident occurs within the LNG transportation, storage and regasification industry, it could have a material adverse effect on our business, financial condition, results of operations and ability to make cash distributions to our unitholders.

Our growth depends on our ability to expand relationships with existing customers and obtain new customers, for which we will face substantial competition.

One of our principal objectives is to enter into additional long-term time charters for FSRUs, LNG carriers and other LNG infrastructure assets. The process of obtaining long-term charters for FSRUs, LNG carriers and other LNG infrastructure assets is competitive and generally involves an intensive screening process and competitive bids, and often extends for several months. We believe FSRU and LNG carrier time charters are awarded based upon a variety of factors relating to the vessel operator, including:

• FSRU and LNG carrier experience and quality of ship operations;

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• quality of vessels;

• cost effectiveness;

• shipping industry relationships and reputation for customer service and safety;

• technical ability and reputation for operation of highly specialized vessels;

• quality and experience of seafaring crew;

• safety record;

• the ability to finance vessels at competitive rates and financial stability generally;

• relationships with shipyards and the ability to get suitable berths;

• construction management experience, including the ability to obtain on-time delivery of new FSRUs, LNG carriers and other LNG infrastructure assets according to customer specifications;

• willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and

• competitiveness of the bid in terms of overall price.

We expect substantial competition for providing floating storage and regasification services and marine transportation services for potential LNG projects from a number of experienced companies, including state-sponsored entities and major energy companies. Many of these competitors have significantly greater financial resources and larger fleets than do we or Höegh LNG. We anticipate that an increasing number of marine transportation companies—including many with strong reputations and extensive resources and experience—will enter the FSRU or LNG carrier markets. This increased competition may cause greater price competition for time charters. As a result of these factors, we may be unable to expand our relationships with existing customers or to obtain new customers on a profitable basis, if at all, which would have a material adverse effect on our financial condition, results of operations and ability to make cash distributions to our unitholders.

We may have more difficulty entering into long-term time charters in the future if an active short-term market for FSRUs develops or the spot LNG transportation market for LNG carriers continues to develop.

One of our principal strategies is to enter into additional FSRU and LNG carrier time charters of five or more years. While the initial term of each of the time charters for the FSRUs in our initial fleet is 20 years, some recent awards of FSRU time charters have been for an initial period of 10 years or less. If a market for short-term time charters for FSRUs develops, we may have increased difficulty entering into long-term time charters upon expiration or early termination of the time charters for the FSRUs in our initial fleet or for any vessels that we acquire in the future. As a result, our cash flows may be less stable.

In the LNG carrier market, awards of LNG carrier time charters have historically been for five or more years, though the use of spot voyages and short-term time charters has grown in the past few years. This may impact our ability to identify attractive acquisition candidates in the LNG carrier market.

An increase in the global supply or aggregate capacities of FSRUs or LNG carriers, including conversion of existing tonnage, without a commensurate increase in demand may have an adverse effect on hire rates and the values of our vessels, which could have a material adverse effect on our business, financial condition, results of operations and ability to make cash distributions to our unitholders.

The supply of FSRUs, LNG carriers and other LNG infrastructure assets in the industry is affected by, among other things, assessments of the demand for these vessels by charterers. Any over-estimation of demand for vessels may result in an excess supply of new vessels. This may, in the long term when existing contracts expire, result in lower hire rates and depress the values of our vessels. If hire rates are lower when we are seeking

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new time charters upon expiration or early termination of our current time charters, or for any new vessels we acquire beyond our contracted newbuildings, our business, financial condition, results of operations and ability to make cash distributions to our unitholders may be adversely affected.

During periods of high utilization and high hire rates, industry participants may increase the supply of FSRUs and/or LNG carriers by ordering the construction of new vessels. This may result in an over-supply and may cause a subsequent decline in utilization and hire rates when the vessels enter the market. Lower utilization and hire rates could adversely affect revenues and profitability. Prolonged periods of low utilization and hire rates could also result in the recognition of impairment charges on our vessels if future cash flow estimates, based upon information available at the time, indicate that the carrying value of these vessels may not be recoverable. Such impairment charges may cause lenders to accelerate loan payments under our or our joint ventures’ financing agreements, which could adversely affect our business, financial condition, results of operations and ability to make cash distributions to our unitholders.

Due to an increase in LNG production capacity, the market supply of FSRUs and LNG carriers has been increasing as a result of the construction of new vessels. According to Fearnley Consultants, the world fleet of FSRUs has grown from one in 2003 to 19 in May, 2014, with another 7 that are currently under construction. With respect to LNG carriers, according to Fearnley Consultants, the world fleet of LNG carriers with a cargo capacity above 50,000 cubic meters (“cbm”) has grown from approximately 110 in 2000 to 368 by the end of 2013, and the world fleet of LNG carriers with a cargo capacity above 100,000 cbm has grown from approximately 300 in 2008 to an expected 400 in 2014.

Hire rates for FSRUs are not readily available and may fluctuate substantially. If rates are lower when we are seeking a new charter, our earnings and ability to make cash distributions to our unitholders may decline.

Hire rates for FSRUs are not readily available and may fluctuate over time as a result of changes in the supply demand balance relating to current and future FSRU and capacity. This supply demand relationship largely depends on a number of factors outside our control. The LNG market is closely connected to world natural gas prices and energy markets, which we cannot predict. A substantial or extended decline in natural gas prices could adversely affect our ability to recharter our vessels at acceptable rates or to acquire and profitably operate new FSRUs. Our ability from time to time to charter or re-charter any vessel at attractive rates will depend on, among other things, the prevailing economic conditions in the LNG industry. Hire rates for newbuilding FSRUs are correlated with the price of FSRU newbuildings. Hire rates at a time when we may be seeking a new charter may be lower than the hire rates at which our vessels are currently chartered. If rates are lower when we are seeking a new charter, our earnings and ability to make cash distributions to our unitholders may decline.

Vessel values may fluctuate substantially, and, if these values are lower at a time when we are attempting to dispose of vessels, we may incur a loss.

Vessel values for FSRUs and LNG carriers can fluctuate substantially over time due to a number of different factors, including:

• prevailing economic conditions in the natural gas and energy markets;

• a substantial or extended decline in demand for LNG;

• increases in the supply of vessel capacity;

• the size and age of a vessel;

• the remaining term on existing time charters; and

• the cost of retrofitting or modifying existing vessels, as a result of technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, customer requirements or otherwise.

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As our vessels age, the expenses associated with maintaining and operating them are expected to increase, which could have an adverse effect on our business and operations if we do not maintain sufficient cash reserves for maintenance and replacement capital expenditures. Moreover, the cost of a replacement vessel would be significant.

If a charter terminates, we may be unable to re-deploy the affected vessel at attractive rates and, rather than continue to incur costs to maintain and finance her, we may seek to dispose of her. Our inability to dispose of a vessel at a reasonable value could result in a loss on her sale and adversely affect our ability to purchase a replacement vessel, financial condition, results of operations and ability to make cash distributions to our unitholders.

We depend on Höegh LNG and its subsidiaries for the management of our fleet and to assist us in operating and expanding our business.

Our ability to enter into new charters and expand our customer relationships will depend largely on our ability to leverage our relationship with Höegh LNG and its reputation and relationships in the shipping industry. If Höegh LNG suffers material damage to its reputation or relationships, it may harm our ability to:

• renew existing charters upon their expiration;

• obtain new charters;

• successfully interact with shipyards;

• obtain financing on commercially acceptable terms;

• maintain access to capital under the sponsor credit facility; or

• maintain satisfactory relationships with suppliers and other third parties.

In addition, each of the GDF Suez Neptune and the GDF Suez Cape Ann is subject to a ship management agreement with Höegh LNG Management, and the PGN FSRU Lampung is subject to a sub-technical support agreement with Höegh LNG Management. Both the GDF Suez Neptune and the GDF Suez Cape Ann are subject to commercial and administration management agreements with Höegh Norway, and the PGN FSRU Lampung is subject to a technical information and services agreement with Höegh Norway, a master spare parts supply agreement with Höegh Asia and a master maintenance agreement with Höegh Shipping. Pursuant to the commercial and administration management agreements, Höegh LNG Management provides significant commercial and technical management services with respect to the GDF Suez Neptune and the GDF Suez Cape Ann. Pursuant to the technical information and services agreement, the master spare parts supply agreement and the master maintenance agreement, Höegh Norway, Höegh Asia and Höegh Shipping provide significant commercial, administration and support services with respect to the PGN FSRU Lampung. In addition, pursuant to an administrative services agreement among us, our operating company and Höegh UK, Höegh UK will provide us and our operating company with certain administrative, financial and other support services. Höegh UK may subcontract some of these services to Höegh Norway pursuant to a separate administrative services agreement. Our operational success and ability to execute our growth strategy will depend significantly upon the satisfactory performance of these services. Our business will be harmed if our service providers fail to perform these services satisfactorily, if they cancel their agreements with us or if they stop providing these services to us. Please read “Certain Relationships and Related Party Transactions.”

The operation of FSRUs, LNG carriers and other LNG infrastructure assets is inherently risky, and an incident involving significant loss of life or property or environmental consequences involving any of our vessels could harm our reputation, business and financial condition.

Our vessels and their cargoes are at risk of being damaged or lost because of events such as:

• marine disasters;

• piracy;

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• environmental accidents;

• bad weather;

• mechanical failures;

• grounding, fire, explosions and collisions;

• human error; and

• war and terrorism.

An accident involving any of our vessels could result in any of the following:

• death or injury to persons, loss of property or environmental damage, and associated costs;

• delays in taking delivery of cargo or discharging LNG or regasified LNG, as applicable;

• loss of revenues from or termination of time charters;

• governmental fines, penalties or restrictions on conducting business;

• higher insurance rates; and

• damage to our reputation and customer relationships generally.

Any of these results could have a material adverse effect on our business, financial condition and results of operations.

If our vessels suffer damage, they may need to be repaired. The costs of vessel repairs are unpredictable and can be substantial. We may have to pay repair costs that our insurance policies do not cover, for example, due to insufficient coverage amounts or the refusal by our insurance provider to pay a claim. The loss of earnings while these vessels are being repaired, as well as the actual cost of these repairs not otherwise covered by insurance, would decrease our results of operations. If any of our vessels are involved in an accident with the potential risk of environmental consequences, the resulting media coverage could have a material adverse effect on our business, our results of operations and cash flows, weaken our financial condition and negatively affect our ability to make cash distributions to our unitholders.

Our insurance may be insufficient to cover losses that may occur to our property or result from our operations.

The operating of FSRUs, LNG carriers and other LNG infrastructure assets is inherently risky. Although we carry protection and indemnity insurance consistent with industry standards, all of the risks associated with operating FSRUs, LNG carriers and other LNG infrastructure assets may not be adequately insured against, and any particular claim may not be paid. Any claims covered by insurance would be subject to deductibles, and since it is possible that a large number of claims may be brought, the aggregate amount of these deductibles could be material. Certain of our insurance coverage is maintained through mutual protection and indemnity associations, and as a member of such associations we may be required to make additional payments over and above budgeted premiums if member claims exceed association reserves.

We may be unable to procure adequate insurance coverage at commercially reasonable rates in the future. For example, more stringent environmental regulations have led in the past to increased costs for, and in the future may result in the lack of availability of, insurance against risks of environmental damage or pollution. A marine disaster could exceed our insurance coverage, which could harm our business, financial condition, results of operations, cash flows and ability to make cash distributions to our unitholders. Any uninsured or underinsured loss could harm our business and financial condition. In addition, our insurance may be voidable by the insurers as a result of certain of our actions, such as our ships failing to maintain certification with applicable maritime self-regulatory organizations.

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Changes in the insurance markets attributable to terrorist attacks may also make certain types of insurance more difficult for us to obtain. In addition, upon renewal or expiration of our current policies, the insurance that may be available to us may be significantly more expensive than our existing coverage.

The required drydocking of our vessels could be more expensive and time consuming than we anticipate, which could adversely affect our cash available for distribution.

The drydocking of our vessels could require us to expend capital if the vessels are drydocked for longer than the allowable period under the time charters. Although each of our time charters requires the charterer to pay the hire rate for up to a specified number of days of scheduled drydocking and reimburse us for anticipated drydocking costs, any significant increase in the number of days of drydocking beyond the specified number of days during which the hire rate remains payable could have a material adverse effect on our ability to make cash distributions to our unitholders. A significant increase in the cost of repairs during drydocking could also adversely affect our cash available for distribution. We may underestimate the time required to drydock any of our vessels or unanticipated problems may arise. If more than one of our vessels is required to be out of service at the same time, if a vessel is drydocked longer than the permitted duration or if the cost of repairs during drydocking is greater than budgeted, our cash available for distribution could be adversely affected.

An increase in operating expenses could adversely affect our financial performance.

Our operating expenses and drydock capital expenditures depend on a variety of factors including crew costs, provisions, deck and engine stores and spares, lubricating oil, insurance, maintenance and repairs and shipyard costs, many of which are beyond our control and affect the entire shipping industry. While many of these costs are borne by the charterers under our time charters, there are some circumstance where this is not the case. For example, while we do not bear the cost of fuel (bunkers) under our time charters, fuel is a significant expense in our operations when our vessels are, for example, moving to or from drydock or when off-hire. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil-producing countries and regions, regional production patterns and environmental concerns. These may increase vessel operating costs further. If costs continue to rise, they could materially and adversely affect our results of operations.

A shortage of qualified officers and crew could have an adverse effect on our business and financial condition.

FSRUs and LNG carriers require a technically skilled officer staff with specialized training. As the global FSRU fleet and LNG carrier fleet continues to grow, the demand for technically skilled officers and crew has been increasing, which has led to a more competitive recruiting market. Increases in our historical vessel operating expenses have been attributable primarily to the rising costs of recruiting and retaining officers for our fleet. Furthermore, each key officer crewing an FSRU or LNG carrier must receive specialized training related to the operation and maintenance of the regasification equipment. If Höegh LNG Management and Höegh Maritime Management are unable to employ technically skilled staff and crew, they will not be able to adequately staff our vessels. A material decrease in the supply of technically skilled officers or an inability of Höegh LNG Management or Höegh Maritime Management to attract and retain such qualified officers could impair our ability to operate or increase the cost of crewing our vessels, which would materially adversely affect our business, financial condition and results of operations and significantly reduce our ability to make cash distributions to our unitholders.

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We may be unable to attract and retain key management personnel, which may negatively impact our growth, the effectiveness of our management and our results of operations.

Our success depends to a significant extent upon the abilities and the efforts of our senior executives. While we believe that we have an experienced management team, the loss or unavailability of one or more of our senior executives for any extended period of time could have an adverse effect on our growth, business and results of operations.

Exposure to currency exchange rate fluctuations could result in fluctuations in our cash flows and operating results.

Currency exchange rate fluctuations and currency devaluations could have an adverse effect on our results of operations from quarter to quarter. Historically, our revenue has been generated in U.S. Dollars, but we incur a minority of our operating expenses in other currencies. Fluctuations in exchange rates could affect our cash flows and operating results. If the U.S. Dollar weakens significantly, we would be required to convert more U.S. Dollars to other currencies to satisfy our obligations, which would cause us to have less cash available for distribution.

Acts of piracy on any of our vessels or on oceangoing vessels could adversely affect our business, financial condition and results of operations.

Acts of piracy have historically affected oceangoing vessels trading in regions of the world such as the South China Sea and the Gulf of Aden off the coast of Somalia. If such piracy attacks result in regions in which our vessels are deployed being named on the Joint War Committee Listed Areas, war-risk insurance premiums payable for such insurance coverage could increase significantly and such insurance coverage might become more difficult to obtain. In addition, crew costs, including costs that may be incurred to the extent we employ onboard security guards, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, hijacking as a result of an act of piracy against our vessels, or an increase in cost or unavailability of insurance for our vessels, could have a material adverse impact on our business, financial condition and results of operations.

Terrorist attacks, increased hostilities, piracy or war could lead to further economic instability, increased costs and disruption of business.

Terrorist attacks may adversely affect our business, financial condition, results of operations, ability to raise capital and future growth. Continuing hostilities in the Middle East may lead to additional armed conflicts or to further acts of terrorism and civil disturbance in the United States or elsewhere, which may contribute further to economic instability and disruption of production and distribution of LNG, which could result in reduced demand for our services.

Terrorist attacks on vessels, such as the October 2002 attack on the m.v. Limburg and the July 2010 attack allegedly by Al-Qaeda on the m. Star, both very large crude carriers not related to us, may in the future adversely affect our business, financial condition and results of operation. In addition, LNG facilities, shipyards, vessels, pipelines and natural gas fields could be targets of future terrorist attacks. Any such attacks could lead to, among other things, bodily injury or loss of life, vessel or other property damage, increased vessel operational costs, including insurance costs, and the inability to transport LNG to or from certain locations. Terrorist attacks, piracy, war or other events beyond our control that adversely affect the distribution, production or transportation of LNG to be shipped by us could entitle customers to terminate our charters, which would harm our cash flows and business. Terrorist attacks, or the perception that LNG facilities, FSRUs and LNG carriers are potential terrorist targets, could materially and adversely affect expansion of LNG infrastructure and the continued supply of LNG. Concern that LNG facilities may be targeted for attack by terrorists has contributed to a community and environmental resistance to the construction of a number of LNG facilities. In addition, the loss of a vessel as a result of terrorism or piracy would have a material adverse effect on our business, financial condition and results of operations.

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We could be exposed to political, governmental and economic instability that could harm our operations.

Economic, political and governmental conditions in the countries where we are engaged in business or where our vessels are registered could affect our operations. Any disruption caused by these factors could harm our business. In particular, we derive a substantial portion of our revenues from shipping and regasifying LNG from politically unstable regions. Past political conflicts in these regions have included attacks on ships and other efforts to disrupt shipping in the area. In addition to acts of terrorism, vessels trading in these and other regions have also been subject, in limited instances, to piracy. Future hostilities or other political instability where we operate or may operate could have a material adverse effect on the growth of our business, financial condition, results of operations and ability to make cash distributions to our unitholders. In addition, tariffs, trade embargoes and other economic sanctions by Brazil, the United States or other countries against countries in the Middle East, Southeast Asia or elsewhere as a result of terrorist attacks, hostilities or otherwise may limit trading activities with those countries, which could also harm our business and ability to make cash distributions to our unitholders.

The LNG transportation, storage and regasification industry is subject to substantial environmental and other regulations, which may significantly limit our operations or increase our expenses.

Our operations are materially affected by extensive and changing international, national and local environmental protection laws, regulations, treaties, conventions and standards in force in international waters, the jurisdictional waters of the countries in which our vessels operate, as well as the countries of our vessels’ registration, including those relating to equipping and operating FSRUs and LNG carriers, providing security and minimizing the potential for impacts to the environment from their operations. We have incurred, and expect to continue to incur, substantial expenses in complying with these laws and regulations, including expenses for vessel modifications and changes in operating procedures. Additional laws and regulations may be adopted that could limit our ability to do business or further increase costs, which could harm our business. In addition, failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of operations. We may become subject to additional laws and regulations if we enter new markets or trades.

These requirements can affect the resale value or useful lives of our vessels, require a reduction in cargo capacity, ship modifications or operational changes or restrictions, lead to decreased availability of insurance coverage for environmental matters or result in the denial of access to certain jurisdictional waters or ports or detention in certain ports.

The design, construction and operation of FSRUs and interconnecting pipelines and the transportation of LNG are subject to governmental approvals and permits. The length of time it takes to receive regulatory approval for offshore LNG operations is one factor that has affected our industry, including through increased expenses.

Our vessels operating in international waters, now or in the future, will be subject to various international conventions and flag state laws and regulations relating to protection of the environment.

Our vessels traveling in international waters are subject to various existing regulations published by the International Maritime Organization (the “IMO”), as well as marine pollution and prevention requirements imposed by the IMO International Convention for the Prevention of Pollution from Ships of 1975, as from time to time may be amended (the “MARPOL Convention”). In addition, our FSRUs may become subject to the International Convention on Liability and Compensation for Damage in Connection with the Carriage of Hazardous and Noxious Substances by Sea, as amended by the April 2010 Protocol to the HNS Convention (the “2010 HNS Convention”), if it is entered into force. If the 2010 HNS Convention were to enter into force, we cannot estimate with any certainty at this time the costs that may be needed to comply with any such requirements that may be adopted.

Please read “Business—Environmental and Other Regulation—International Maritime Regulations of FSRUs and LNG Carriers” and “—Other Regulations” for a more detailed discussion on these topics.

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Our vessels operating in U.S. waters now or in the future will be subject to various federal, state and local laws and regulations relating to protection of the environment.

Our vessels operating in U.S. waters now or in the future will be subject to various federal, state and local laws and regulations relating to protection of the environment, including the Oil Pollution Act of 1990 (“OPA 90”), the U.S. Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the U.S. Clean Water Act (the “CWA”) and the U.S. Clean Air Act of 1970, as amended. In some cases, these laws and regulations require us to obtain governmental permits and authorizations before we may conduct certain activities. These environmental laws and regulations may impose substantial penalties for noncompliance and substantial liabilities for pollution. Failure to comply with these laws and regulations may result in substantial civil and criminal fines and penalties. As with the industry generally, our operations will entail risks in these areas, and compliance with these laws and regulations, which may be subject to frequent revisions and reinterpretation, may increase our overall cost of business.

Please read “Business—Environmental and Other Regulation—U.S. Environmental Regulation of FSRUs and LNG Carriers” for a more detailed discussion on these topics.

Our operations are subject to substantial environmental and other regulations, which may significantly increase our expenses.

Our operations are affected by extensive and changing international, national and local environmental protection laws, regulations, treaties and conventions in force in international waters, the jurisdictional waters of the countries in which our vessels operate, as well as the countries of our vessels’ registration, including those governing oil spills, discharges to air and water, and the handling and disposal of hazardous substances and wastes. These regulations include OPA 90, the CWA, the U.S. Maritime Transportation Security Act of 2002 and regulations of the IMO, including the International Convention on Civil Liability for Oil Pollution Damage of 1969, as from time to time amended, the MARPOL Convention, the International Convention for the Prevention of Marine Pollution of 1973, the IMO International Convention for the Safety of Life at Sea of 1974, as from time to time amended (“SOLAS”), the IMO International Convention on Load Lines of 1966, as from time to time amended, and the International Management Code for the Safe Operation of Ships and for Pollution Prevention (the “ISM Code”).

Many of these requirements are designed to reduce the risk of oil spills and other pollution. In addition, we believe that the heightened environmental, quality and security concerns of insurance underwriters, regulators and charterers will lead to additional regulatory requirements, including enhanced risk assessment and security requirements and greater inspection and safety requirements on vessels. We expect to incur substantial expenses in complying with these laws and regulation, including expenses for vessel modifications and changes in operating procedures.

These requirements can affect the resale value or useful lives of our vessels, require ship modifications or operational changes or restrictions, lead to decreased availability of insurance coverage for environmental matters or result in the denial of access to certain jurisdictional waters or ports, or detention in, certain ports. Under local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including cleanup obligations, in the event that there is a release of hazardous substances from our vessels or otherwise in connection with our operations. We could also become subject to personal injury or property damage claims relating to the release of or exposure to hazardous materials associated with our operations. In addition, failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations, including, in certain instances, seizure or detention of our vessels.

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Further changes to existing environmental legislation that is applicable to international and national maritime trade may have an adverse effect on our business.

We believe that the heightened environmental, quality and security concerns of insurance underwriters, regulators and charterers will generally lead to additional regulatory requirements, including enhanced risk assessment and security requirements and greater inspection and safety requirements on all vessels in the marine LNG transportation markets and offshore LNG terminals. These requirements are likely to add incremental costs to our operations and the failure to comply with these requirements may affect the ability of our vessels to obtain and, possibly, collect on insurance or to obtain the required certificates for entry into the different ports where we operate.

Further legislation, or amendments to existing legislation, applicable to international and national maritime trade are expected over the coming years in areas such as ship recycling, sewage systems, emission control (including emissions of greenhouse gases) and ballast treatment and handling. The United States has recently enacted legislation and regulations that require more stringent controls of air and water emissions from oceangoing vessels. Such legislation or regulations may require additional capital expenditures or operating expenses (such as increased costs for low-sulfur fuel) in order for us to maintain our vessels’ compliance with international and/or national regulations.

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

Due to concern over the risk of climate change, a number of countries and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emission from vessel emissions. These regulatory measures may include, among others, adoption of cap and trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. Although the emissions of greenhouse gases from international shipping currently are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change (the “Kyoto Protocol”) for now, a new treaty may be adopted in the future that includes restrictions on shipping emissions. Compliance with changes in laws and regulations relating to climate change could increase our costs of operating and maintaining our vessels and could require us to make significant financial expenditures that we cannot predict with certainty at this time.

Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also have an effect on demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create greater incentives for use of alternative energy sources. Any long-term material adverse effect on the oil and gas industry could have a significant financial and operational adverse impact on our business that we cannot predict with certainty at this time.

Maritime claimants could arrest our vessels, which could interrupt our cash flows.

Crew members, suppliers of goods and services to our vessels, owners of cargo or other parties may be entitled to a maritime lien against one or more of our vessels for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting a vessel through foreclosure proceedings. In a few jurisdictions, claimants could try to assert “sister ship” liability against one vessel in our fleet for claims relating to another of our vessels. The arrest or attachment of one or more of our vessels could interrupt our cash flows and require us to pay to have the arrest lifted.

Governments could requisition our vessels during a period of war or emergency, resulting in loss of earnings.

The government of a jurisdiction where one or more of our vessels are registered could requisition for title or seize our vessels. Requisition for title or seizure occurs when a government takes control of a vessel and becomes her owner. Also, a government could requisition our vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated hire rates. Generally,

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requisitions occur during a period of war or emergency, although governments may elect to requisition vessels in other circumstances. Although we would expect to be entitled to government compensation in the event of a requisition of one or more of our vessels, the amount and timing of payments, if any, would be uncertain. A government requisition of one or more of our vessels would result in off-hire days under our time charters and may cause us to breach covenants in certain of our credit facilities. Furthermore, a requisition for title of either the GDF Suez Neptune or the GDF Suez Cape Ann constitutes a total loss under the terms of the related facility agreements, in which case we would have to repay all loans. If a government requisition of one or more of our vessels were to occur, it could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for distribution to our unitholders.

Compliance with safety and other vessel requirements imposed by classification societies may be very costly and may adversely affect our business.

The hull and machinery of every large, oceangoing commercial vessel must be classed by a classification society authorized by her country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS. Each of our vessels is certified by Det Norske Veritas GL, compliant with the ISM Code and “in class.”

As part of the certification process, a vessel must undergo annual surveys, renewal surveys, intermediate surveys and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Each of the vessels in our initial fleet is on a planned maintenance system approval, and as such the classification society attends onboard once every year to verify that the maintenance of the equipment onboard is done correctly. For each of the GDF Suez Neptune and the GDF Suez Cape Ann, a renewal survey is conducted every five years and an intermediate survey is conducted every two to three years after a renewal survey. Until these vessels are 15 years old, they only are drydocked at each renewal survey, with the intermediate surveys occurring while they are afloat, using an approved diving company in the presence of a surveyor from the classification society. After these vessels are 15 years old, they are drydocked both at each renewal survey and each intermediate survey, resulting in drydocking approximately every 30 months. We do not anticipate drydocking the PGN FSRU Lampung for at least 20 years as certain inspections can be done without drydocking.

If any vessel does not maintain her class or fails any annual survey, renewal survey, intermediate survey or special survey, the vessel will be unable to trade between ports and will be unemployable. We would lose revenue while the vessel was off-hire and incur costs of compliance. This would negatively impact our revenues and reduce our cash available for distribution to unitholders.

Failure to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the anti-corruption provisions in the Norwegian Criminal Code and other anti-bribery legislation in other jurisdictions could result in fines, criminal penalties, contract termination and an adverse effect on our business.

We may operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), the Bribery Act 2010 of the Parliament of the United Kingdom (the “UK Bribery Act”) and the anti-corruption provisions of the Norwegian Criminal Code of 1902 (the “Norwegian Criminal Code”), respectively. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA, the UK Bribery Act and the Norwegian Criminal Code. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.

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If in the future our business activities involve countries, entities and individuals that are subject to restrictions imposed by the U.S. or other governments, we could be subject to enforcement action and our reputation and the market for our common units could be adversely affected.

The tightening of U.S. sanctions in recent years has affected non-U.S. companies. In particular, sanctions against Iran have been significantly expanded. In 2012 the U.S. signed into law the Iran Threat Reduction and Syria Human Rights Act of 2012 (‘‘TRA’’), which placed further restrictions on the ability of non-U.S. companies to do business or trade with Iran and Syria. A major provision in TRA is that issuers of securities must disclose to the SEC in their annual and quarterly reports filed after February 6, 2013 if the issuer or ‘‘any affiliate’’ has ‘‘knowingly’’ engaged in certain activities involving Iran during the timeframe covered by the report. This disclosure obligation is broad in scope in that it requires the reporting of activity that would not be considered a violation of U.S. sanctions as well as violative conduct, and is not subject to a materiality threshold. The SEC publishes these disclosures on its website and the President must initiate an investigation in response to all disclosures.

In addition to the sanctions against Iran, the U.S. also has sanctions that target other countries, entities and individuals. These sanctions have certain extraterritorial effects that need to be considered by non-U.S. companies. It should also be noted that other governments have implemented versions of U.S. sanctions. We believe that we are in compliance with all applicable sanctions and embargo laws and regulations imposed by the U.S., the United Nations or European Union countries and intend to maintain such compliance. However, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines or other penalties and could result in some investors deciding, or being required, to divest their interest, or not to invest, in our common units. Additionally, some investors may decide to divest their interest, or not to invest, in our common units simply because we may do business with companies that do business in sanctioned countries. Investor perception of the value of our common units may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.

We may not be able to redeploy our FSRUs on terms as favorable as our or our joint venture’s current FSRU time charters or at all.

Due to the limitations on demand for FSRUs, in the event that any of the time charters on our vessels are terminated, we may be unable to recharter such vessel as an FSRU. While we may be able to employ such vessel as a traditional LNG carrier, the hire rates and/or other charter terms may not be as favorable to us as those in the existing time charter. If we acquire additional FSRUs and they are not, as a result of time charter termination or otherwise, subject to a long-term, profitable time charter, we may be required to bid for projects at unattractive rates in order to reduce our losses relating to the vessels.

Due to our lack of diversification, adverse developments in our LNG transportation, storage and regasification businesses could reduce our ability to make cash distributions to our unitholders.

We rely exclusively on the cash flows generated from our FSRUs, LNG carriers and other LNG infrastructure assets. Due to our lack of diversification, an adverse development in the LNG transportation, storage and regasification industry could have a significantly greater impact on our financial condition and results of operations than if we maintained more diverse assets or lines of businesses.

Risks Inherent in an Investment in Us

Höegh LNG and its affiliates may compete with us.

Pursuant to the omnibus agreement that we and Höegh LNG will enter into in connection with the closing of this offering, Höegh LNG and its controlled affiliates (other than us, our general partner and our subsidiaries) generally will agree not to acquire, own, operate or charter certain FSRUs and LNG carriers operating under charters of five or more years. The omnibus agreement, however, contains significant exceptions that may allow Höegh LNG or any of its controlled affiliates to compete with us, which could harm our business. Additionally, the omnibus agreement contains no restrictions on Höegh LNG’s ability to own, operate or charter FSRUs and

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LNG carriers operating under charters of less than five years. Also, pursuant to the omnibus agreement, we will agree not to acquire, own, operate or charter FSRUs and LNG carriers operating under charters of less than five years. Please read “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—Omnibus Agreement—Noncompetition.”

Unitholders have limited voting rights, and our partnership agreement restricts the voting rights of the unitholders owning more than 4.9% of our common units.

Unlike the holders of common stock in a corporation, holders of common units have only limited voting rights on matters affecting our business. We will hold a meeting of the limited partners every year to elect one or more members of our board of directors and to vote on any other matters that are properly brought before the meeting. Common unitholders will be entitled to elect only four of the seven members of our board of directors. The elected directors will be elected on a staggered basis and will serve for four-year terms. Our general partner in its sole discretion will appoint the remaining three directors and set the terms for which those directors will serve. Our partnership agreement also contains provisions limiting the ability of unitholders to call meetings or to acquire information about our operations, as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management. Unitholders will have no right to elect our general partner, and our general partner may not be removed except by a vote of the holders of at least 75% of the outstanding common and subordinated units, including any units owned by our general partner and its affiliates, voting together as a single class.

Our partnership agreement further restricts unitholders’ voting rights by providing that if any person or group owns beneficially more than 4.9% of any class of units then outstanding, any such units owned by that person or group in excess of 4.9% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of unitholders, calculating required votes (except for purposes of nominating a person for election to our board of directors), determining the presence of a quorum or for other similar purposes, unless required by law. The voting rights of any such unitholders in excess of 4.9% will effectively be redistributed pro rata among the other common unitholders holding less than 4.9% of the voting power of all classes of units entitled to vote. Our general partner, its affiliates and persons who acquired common units with the prior approval of our board of directors will not be subject to this 4.9% limitation except with respect to voting their common units in the election of the elected directors.

Our general partner and its other affiliates own a significant interest in us and have conflicts of interest and limited fiduciary and contractual duties, which may permit them to favor their own interests to your detriment.

Following this offering, Höegh LNG will own approximately     % of our common units and all of our subordinated units, which represents an aggregate     % limited partner interest in us, assuming no exercise of the underwriters’ option to purchase additional common units, and will own and control our general partner. Certain of our directors will also serve as directors of Höegh LNG or its affiliates and, as such, they will have fiduciary duties to Höegh LNG that may cause them to pursue business strategies that disproportionately benefit Höegh LNG or its affiliates or which otherwise are not in the best interests of us or our unitholders.

Conflicts of interest may arise between Höegh LNG and its affiliates (including our general partner) on the one hand, and us and our unitholders, on the other hand. As a result of these conflicts, our general partner and its affiliates may favor their own interests over the interests of our unitholders. Please read “—Our partnership agreement limits our general partner’s and our directors’ fiduciary duties to our unitholders and restricts the remedies available to unitholders for actions taken by our general partner or our directors.” These conflicts include, among others, the following situations:

• neither our partnership agreement nor any other agreement requires our general partner or Höegh LNG or its affiliates to pursue a business strategy that favors us or utilizes our assets, and Höegh LNG’s officers and directors have a fiduciary duty to make decisions in the best interests of the shareholders of Höegh LNG, which may be contrary to our interests;

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• our partnership agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner. Specifically, our general partner will be considered to be acting in its individual capacity if it exercises its call right, pre-emptive rights or registration rights, consents or withholds consent to any merger or consolidation of the Partnership, appoints any directors or votes for the election of any director, votes or refrains from voting on amendments to our partnership agreement that require a vote of the outstanding units, voluntarily withdraws from the Partnership, transfers (to the extent permitted under our partnership agreement) or refrains from transferring its units or general partner interest or votes upon the dissolution of the Partnership;

• our general partner and our directors have limited their liabilities and reduced their fiduciary duties under the laws of the Marshall Islands, while also restricting the remedies available to our unitholders, and, as a result of purchasing common units, unitholders are treated as having agreed to the modified standard of fiduciary duties and to certain actions that may be taken by our general partner and our directors, all as set forth in our partnership agreement;

• our general partner is entitled to reimbursement of all reasonable costs incurred by it and its affiliates for our benefit;

• our partnership agreement does not restrict us from paying our general partner or its affiliates for any services rendered to us on terms that are fair and reasonable or entering into additional contractual arrangements with any of these entities on our behalf;

• our general partner may exercise its right to call and purchase our common units if it and its affiliates own more than 80% of our common units; and

• our general partner is not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon the exercise of its limited call right.

Although a majority of our directors will over time be elected by common unitholders, our general partner will likely have substantial influence on decisions made by our board of directors. Please read “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Fiduciary Duties” and “Our Partnership Agreement.”

Our officers may face conflicts in the allocation of their time to our business.

Our sole officer at the closing of this offering and any future officers may face conflicts in the allocation of their time to our business. The affiliates of our general partner, including Höegh LNG, conduct substantial businesses and activities of their own in which we have no economic interest. As a result, there could be material competition for the time and effort of our officers who also provide services to our general partner’s affiliates, which could have a material adverse effect on our business, financial condition and results of operations. Additionally, while our Chief Executive Officer and Chief Financial Officer will be employed by one of our subsidiaries and is expected to devote the substantial majority of his time to our business, he may, from time to time, participate in business development activities for Höegh LNG that are linked to developing opportunities for us. Please read “Management.”

Our partnership agreement limits our general partner’s and our directors’ fiduciary duties to our unitholders and restricts the remedies available to unitholders for actions taken by our general partner or our directors.

Our partnership agreement provides that our general partner will irrevocably delegate to our board of directors the authority to oversee and direct our operations, management and policies on an exclusive basis, and such delegation will be binding on any successor general partner of the Partnership. Our partnership agreement also contains provisions that reduce the standards to which our general partner and directors would otherwise be held by Marshall Islands law. For example, our partnership agreement:

• provides that our general partner may make determinations or take or decline to take actions without regard to our or our unitholders’ interests. Our general partner may consider only the interests and factors

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that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting us, our affiliates or our unitholders. Decisions made by our general partner will be made by its sole owner. Specifically, our general partner may decide to exercise its right to make a determination to receive common units in exchange for resetting the target distribution levels related to the incentive distribution rights, call right, pre-emptive rights or registration rights, consent or withhold consent to any merger or consolidation of the Partnership, appoint any directors or vote for the election of any director, vote or refrain from voting on amendments to our partnership agreement that require a vote of the outstanding units, voluntarily withdraw from the Partnership, transfer (to the extent permitted under our partnership agreement) or refrain from transferring its units, the general partner interest or incentive distribution rights or vote upon the dissolution of the Partnership;

• provides that our general partner and our directors are entitled to make other decisions in “good faith” if they reasonably believe that the decision is in our best interests;

• generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee of our board of directors and not involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us and that, in determining whether a transaction or resolution is “fair and reasonable,” our board of directors may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us; and

• provides that neither our general partner nor our officers or our directors will be liable for monetary damages to us, our limited partners or assignees for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or directors or its officers or directors or those other persons engaged in actual fraud or willful misconduct.

By purchasing a common unit, a common unitholder will be deemed to have agreed to become bound by the provisions of our partnership agreement, including the provisions discussed above. Please read “Conflicts of Interest and Fiduciary Duties—Fiduciary Duties.”

Fees and expenses, which Höegh LNG will determine for services provided to us and our joint ventures, will be substantial, will be payable regardless of our profitability and will reduce our cash available for distribution to you.

Pursuant to the ship management agreements, our joint ventures will pay fees for services provided to them by Höegh LNG Management, and our joint ventures will reimburse Höegh LNG Management for all expenses they incur on our behalf. These fees and expenses will include all costs and expenses incurred in providing certain crewing and technical management services to our joint ventures. In addition, pursuant to a technical information and services agreement, we will reimburse Höegh Norway for expenses Höegh Norway incurs pursuant to the technical support agreement that it is party to with Höegh LNG Management.

We expect the amount of the fees and expenses pursuant to the ship management agreements to be approximately $         million for the 12-month period ending September 30, 2015, and the fees and expenses pursuant to the sub-technical support agreement to be approximately $         million for the 12-month period ending September 30, 2015.

In addition, pursuant to an administrative services agreement among us, our operating company and Höegh UK, Höegh UK will provide us and our operating company with certain administrative, financial and other support services. We will reimburse Höegh UK for its reasonable costs and expenses incurred in connection with the provision of these services. In addition, we will pay Höegh UK a service fee equal to 5.0% of its costs and expenses incurred in connection with providing services to us. We expect that we will pay Höegh UK approximately $         million in total under such administrative services agreement for the 12-month period ending September 30, 2015.

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Pursuant to the above-mentioned administrative services agreement, Höegh UK will be permitted to subcontract to Höegh Norway certain administrative services provided to us pursuant to an administrative services agreement with Höegh Norway. Höegh UK will reimburse Höegh Norway for its reasonable costs and expenses incurred in connection with the provision of these services.

For a description of the ship management agreements, the sub-technical support agreement and the administrative services agreements, please read “Certain Relationships and Related Party Transactions.” The fees and expenses payable pursuant to the ship management agreements, the technical support agreement and the Administrative Services Agreements will be payable without regard to our financial condition or results of operations. The payment of fees to and the reimbursement of expenses of Höegh LNG Management, Höegh UK and Höegh Norway could adversely affect our ability to pay cash distributions to you.

Our partnership agreement contains provisions that may have the effect of discouraging a person or group from attempting to remove our current management or our general partner, and even if public unitholders are dissatisfied, they will be unable to remove our general partner without Höegh LNG’s consent, unless Höegh LNG’s ownership interest in us is decreased, all of which could diminish the trading price of our common units.

Our partnership agreement contains provisions that may have the effect of discouraging a person or group from attempting to remove our current management or our general partner.

• The unitholders will be unable initially to remove our general partner without its consent because our general partner and its affiliates will own sufficient units upon completion of this offering to be able to prevent its removal. The vote of the holders of at least 75% of all outstanding common and subordinated units voting together as a single class is required to remove the general partner. Following the closing of this offering, Höegh LNG will own approximately     % of the outstanding common and subordinated units, assuming no exercise of the underwriters’ option to purchase additional common units. Additionally, during the term of the SRV Joint Gas shareholders’ agreement, Höegh LNG has agreed to continue to own common units and subordinated units representing a greater than 25% limited partner interest in us in the aggregate.

• If our general partner is removed without “cause” during the subordination period and units held by our general partner and its affiliates are not voted in favor of that removal, all remaining subordinated units will automatically convert into common units, any existing arrearages on the common units will be extinguished, and Höegh LNG will have the right to convert its incentive distribution rights into common units or to receive cash in exchange for those interests based on the fair market value of those interests at the time. A removal of our general partner under these circumstances would adversely affect the common units by prematurely eliminating their distribution and liquidation preference over the subordinated units, which would otherwise have continued until we had met certain distribution and performance tests. Any conversion of the incentive distribution rights would be dilutive to existing unitholders. Furthermore, any cash payment in lieu of such conversion could be prohibitively expensive. “Cause” is narrowly defined to mean that a court of competent jurisdiction has entered a final, non-appealable judgment finding our general partner liable for actual fraud or willful misconduct in its capacity as our general partner. Cause does not include most cases of charges of poor business decisions, such as charges of poor management of our business by the directors appointed by our general partner, so the removal of our general partner because of the unitholders’ dissatisfaction with the general partner’s decisions in this regard would most likely result in the termination of the subordination period.

• Common unitholders will be entitled to elect only four of the seven members of our board of directors. Our general partner in its sole discretion will appoint the remaining three directors.

• Election of the four directors elected by unitholders is staggered, meaning that the members of only one of four classes of our elected directors will be selected each year. In addition, the directors appointed by our general partner will serve for terms determined by our general partner.

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• Our partnership agreement contains provisions limiting the ability of unitholders to call meetings of unitholders, to nominate directors and to acquire information about our operations as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management.

• Unitholders’ voting rights are further restricted by our partnership agreement provision providing that if any person or group owns beneficially more than 4.9% of any class of units then outstanding, any such units owned by that person or group in excess of 4.9% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of unitholders, calculating required votes (except for purposes of nominating a person for election to our board of directors), determining the presence of a quorum or for other similar purposes, unless required by law. The voting rights of any such unitholders in excess of 4.9% will effectively be redistributed pro rata among the other common unitholders holding less than 4.9% of the voting power of all classes of units entitled to vote. Our general partner, its affiliates (including Höegh LNG) and persons who acquired common units with the prior approval of our board of directors will not be subject to this 4.9% limitation except with respect to voting their common units in the election of the elected directors.

• There are no restrictions in our partnership agreement on our ability to issue equity securities, including securities senior to the common units.

The effect of these provisions may be to diminish the price at which the common units will trade.

The control of our general partner may be transferred to a third party without unitholder consent.

Our general partner may transfer its non-economic general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent of the unitholders. In addition, our partnership agreement does not restrict the ability of the members of our general partner from transferring their respective membership interests in our general partner to a third party.

Substantial future sales of our common units in the public market could cause the price of our common units to fall.

We have granted registration rights to Höegh LNG and certain of its affiliates. These unitholders have the right, subject to some conditions, to require us to file registration statements covering any of our common, subordinated or other equity securities owned by them or to include those securities in registration statements that we may file for ourselves or other unitholders. Upon the closing of this offering and assuming no exercise of the underwriters’ option to purchase additional common units, Höegh LNG will own              common units and              subordinated units and all of the incentive distribution rights. Following their registration and sale under the applicable registration statement, those securities will become freely tradable. By exercising their registration rights and selling a large number of common units or other securities, these unitholders could cause the price of our common units to decline.

We are subject to Marshall Islands law, which lacks a bankruptcy statute or general statutory mechanism for insolvency proceedings.

We are a Marshall Islands limited partnership, and we have limited operations in the United States and maintain limited assets in the United States. Consequently, in the event of any bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding involving us, bankruptcy laws other than those of the United States could apply. The Republic of the Marshall Islands does not have a bankruptcy statute or general statutory mechanism for insolvency proceedings. If we become a debtor under U.S. bankruptcy law, bankruptcy courts in the United States may seek to assert jurisdiction over all of our assets, wherever located, including property situated in other countries. There can be no assurance, however, that we would become a debtor in the United States, or that a U.S. bankruptcy court would be entitled to, or accept, jurisdiction over such a bankruptcy case, or that courts in other countries that have jurisdiction over us and our operations would recognize a U.S. bankruptcy court’s jurisdiction, if any other bankruptcy court would determine it had jurisdiction. These factors may delay or prevent us from entering bankruptcy in the United States and may affect the ability of our unitholders to receive any recovery following our bankruptcy.

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You will experience immediate and substantial dilution of $         per common unit.

The assumed initial public offering price of $         per common unit exceeds pro forma net tangible book value of $         per common unit. Based on the assumed initial public offering price, you will incur immediate and substantial dilution of $         per common unit. This dilution results primarily because the assets contributed by our general partner and its affiliates are recorded at their historical cost, and not their fair value, in accordance with U.S. GAAP. Please read “Dilution.”

Höegh LNG, as the initial holder of a majority of the incentive distribution rights, may elect to cause us to issue additional common units to it in connection with a resetting of the target distribution levels related to the incentive distribution rights without the approval of the conflicts committee of our board of directors or holders of our common units and subordinated units. This may result in lower distributions to holders of our common units in certain situations.

Höegh LNG, as the initial holder of a majority of the incentive distribution rights, has the right, at a time when there are no subordinated units outstanding and Höegh LNG has received incentive distributions at the highest level to which it is entitled (50.0%) for each of the prior four consecutive fiscal quarters (and the amount of each such total distribution did not exceed adjusted operating surplus for each such quarter), to reset the initial cash target distribution levels at higher levels based on the distribution at the time of the exercise of the reset election. Following a reset election, the minimum quarterly distribution amount will be reset to the reset minimum quarterly distribution amount, and the target distribution levels will be reset to correspondingly higher levels based on the same percentage increases above the reset minimum quarterly distribution amount.

In connection with resetting these target distribution levels, Höegh LNG will be entitled to receive a number of common units equal to that number of common units whose aggregate quarterly cash distributions equaled the average of the distributions to Höegh LNG on the incentive distribution rights in the prior fiscal quarter. We anticipate that Höegh LNG would exercise this reset right in order to facilitate acquisitions or internal growth projects that would not be sufficiently accretive to cash distribution per common unit without such conversion; however, it is possible that Höegh LNG could exercise this reset election at a time when it is experiencing, or may be expected to experience, declines in the cash distributions it receives related to its incentive distribution rights and may therefore desire to be issued our common units, rather than retain the right to receive incentive distributions based on the initial target distribution levels. As a result, a reset election may cause our common unitholders to experience dilution in the amount of cash distributions that they would have otherwise received had we not issued additional common units to Höegh LNG in connection with resetting the target distribution levels related to its incentive distribution rights. Please read “How We Make Cash Distributions—Incentive Distribution Rights” and “How We Make Cash Distributions—Höegh LNG’s Right to Reset Incentive Distribution Levels.”

We may issue additional equity securities, including securities senior to the common units, without your approval, which would dilute your ownership interests.

We may, without the approval of our unitholders, issue an unlimited number of additional units or other equity securities. In addition, we may issue an unlimited number of units that are senior to the common units in right of distribution, liquidation and voting. The issuance by us of additional common units or other equity securities of equal or senior rank will have the following effects:

• our unitholders’ proportionate ownership interest in us will decrease;

• the amount of cash available for distribution on each unit may decrease;

• because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase;

• because the amount payable to holders of incentive distribution rights is based on a percentage of total available cash, the distributions to holders of incentive distribution rights will increase even if the per unit distribution on the common units remains the same;

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• the relative voting strength of each previously outstanding unit may be diminished; and

• the market price of the common units may decline.

Upon the expiration of the subordination period, the subordinated units will convert into common units and will then participate pro rata with other common units in distributions of available cash.

During the subordination period, which we define elsewhere in this prospectus, the common units will have the right to receive distributions of available cash from operating surplus in an amount equal to the minimum quarterly distribution of $         per unit, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. Distribution arrearages do not accrue on the subordinated units. The purpose of the subordinated units is to increase the likelihood that during the subordination period there will be available cash from operating surplus to be distributed on the common units. Upon the expiration of the subordination period, the subordinated units will convert into common units and will then participate pro rata with other common units in distributions of available cash. See “How We Make Cash Distributions—Subordination Period,” “—Distributions of Available Cash From Operating Surplus During the Subordination Period” and “—Distributions of Available Cash From Operating Surplus After the Subordination Period.”

In establishing cash reserves, our board of directors may reduce the amount of cash available for distribution to you.

Our partnership agreement requires our general partner to deduct from operating surplus cash reserves that it determines are necessary to fund our future operating expenditures. These reserves also will affect the amount of cash available for distribution to our unitholders. Our board of directors may establish reserves for distributions on the subordinated units, but only if those reserves will not prevent us from distributing the full minimum quarterly distribution, plus any arrearages, on the common units for the following four quarters. As described above in “—Risks Inherent in Our Business—We must make substantial capital expenditures to maintain and replace the operating capacity of our fleet, which will reduce our cash available for distribution. In addition, each quarter we will be required, pursuant to our partnership agreement, to deduct estimated maintenance and replacement capital expenditures from operating surplus, which may result in less cash available to unitholders than if actual maintenance and replacement capital expenditures were deducted,” our partnership agreement requires our board of directors each quarter to deduct from operating surplus estimated maintenance and replacement capital expenditures, as opposed to actual maintenance and replacement capital expenditures, which could reduce the amount of available cash for distribution. The amount of estimated maintenance and replacement capital expenditures deducted from operating surplus is subject to review and change by our board of directors at least once a year, provided that any change must be approved by the conflicts committee of our board of directors.

Our general partner has a limited call right that may require you to sell your common units at an undesirable time or price.

If at any time our general partner and its affiliates own more than 80% of the common units, our general partner will have the right, which it may assign to any of its affiliates or to us, but not the obligation, to acquire all, but not less than all, of the common units held by unaffiliated persons at a price not less than the then-current market price of our common units. Our general partner is not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon the exercise of this limited call right. As a result, you may be required to sell your common units at an undesirable time or price and may not receive any return on your investment. You may also incur a tax liability upon a sale of your units. For additional information about the limited call right, please read “Our Partnership Agreement—Limited Call Right.”

At the completion of this offering and assuming no exercise of the underwriters’ option to purchase additional common units, Höegh LNG, which owns and controls of our general partner, will own approximately

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    % of our common units. At the end of the subordination period, assuming no additional issuances of common units, no exercise of the underwriters’ option to purchase additional common units and the conversion of our subordinated units into common units, Höegh LNG will own     % of our common units.

You may not have limited liability if a court finds that unitholder action constitutes control of our business.

As a limited partner in a limited partnership organized under the laws of the Marshall Islands, you could be held liable for our obligations to the same extent as a general partner if you participate in the “control” of our business. Our general partner generally has unlimited liability for the obligations of the Partnership, such as its debts and environmental liabilities, except for those contractual obligations of the Partnership that are expressly made without recourse to our general partner. In addition, the limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been clearly established in some jurisdictions in which we do business. Please read “Our Partnership Agreement—Limited Liability” for a discussion of the implications of the limitations on liability of a unitholder.

We can borrow money to make cash distributions, which would reduce the amount of credit available to operate our business.

Our partnership agreement allows us to make working capital borrowings to make cash distributions. Accordingly, if we have available borrowing capacity, we can make cash distributions on all our units even though cash generated by our operations may not be sufficient to pay such distributions. Any working capital borrowings by us to make cash distributions will reduce the amount of working capital borrowings we can make for operating our business. For more information, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources.”

Increases in interest rates may cause the market price of our common units to decline.

An increase in interest rates may cause a corresponding decline in demand for equity investments in general and in particular for yield based equity investments such as our common units. Any such increase in interest rates or reduction in demand for our common units resulting from other relatively more attractive investment opportunities may cause the trading price of our common units to decline.

There is no existing market for our common units, and a trading market that will provide you with adequate liquidity may not develop. The price of our common units may fluctuate significantly, and you could lose all or part of your investment.

Prior to this offering, there has been no public market for the common units. After this offering, there will be only              publicly traded common units, assuming no exercise of the underwriters’ option to purchase additional common units. We do not know the extent to which investor interest will lead to the development of a trading market or how liquid that market might be. You may not be able to resell your common units at or above the initial public offering price. Additionally, the lack of liquidity may result in wide bid-ask spreads, contribute to significant fluctuations in the market price of the common units and limit the number of investors who are able to buy the common units.

Unitholders may have liability to repay distributions.

Under some circumstances, unitholders may have to repay amounts wrongfully returned or distributed to them. Under the Marshall Islands Limited Partnership Act (the “Marshall Islands Act”), we may not make a distribution to you if the distribution would cause our liabilities, other than liabilities to partners on account of their partnership interest and liabilities for which the recourse of creditors is limited to specified property of ours, to exceed the fair value of our assets, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited will be included in our assets only to the extent that the fair value of that

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property exceeds that liability. Marshall Islands law provides that for a period of three years from the date of the impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Marshall Islands law will be liable to the limited partnership for the distribution amount. Assignees who become substituted limited partners are liable for the obligations of the assignor to make contributions to the limited partnership that are known to the assignee at the time it became a limited partner and for unknown obligations if the liabilities could be determined from our partnership agreement.

We have no history operating as a separate publicly traded entity and will incur increased costs as a result of being a publicly traded limited partnership.

We have no history operating as a separate publicly traded entity. As a publicly traded limited partnership, we will incur significant legal, accounting and other expenses that we did not incur prior to this offering. In addition, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), as well as rules implemented by the SEC, require publicly traded entities to adopt various corporate governance practices that will further increase our costs. Before we are able to make cash distributions to our unitholders, we must first pay or reserve cash for our expenses, including the costs of being a publicly traded partnership. As a result, the amount of cash we have available for distribution to our unitholders will be affected by the costs associated with being a public company.

Prior to this offering, we have not filed reports with the SEC. Following this offering, we will become subject to the public reporting requirements of the Exchange Act. We expect these rules and regulations to increase certain of our legal and financial compliance costs and to make activities more time-consuming and costly. For example, as a result of becoming a publicly traded partnership, our board of directors will be required to have at least three independent directors, create an audit committee and adopt policies regarding internal controls and disclosure controls and procedures, including the preparation of reports on internal controls over financial reporting. In addition, we will incur additional costs associated with our publicly traded partnership reporting requirements.

We also expect to incur significant expense in order to obtain director and officer liability insurance. Because of the limitations in coverage for directors, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

We anticipate that our incremental general and administrative expenses as a publicly traded limited partnership will be approximately $3.0 million annually and will include costs associated with annual reports to unitholders, tax return preparation, investor relations, registrar and transfer agent’s fees, incremental director and officer liability insurance costs and officer and director compensation. In addition, these expenses include approximately $         million of annual fees and expenses that we will incur pursuant to the Administrative Services Agreements, including the 5.0% service charge that will be incurred in connection with the Administrative Services Agreements. Please read “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—Administrative Services Agreements.”

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common units less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” as described under “Summary—Implications of Being an Emerging Growth Company.” We cannot predict if investors will find our common units less attractive because we may rely on these exemptions. If some investors find our common units less attractive as a result, there may be a less active trading market for our common units and our unit price may be more volatile.

In addition, under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-

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Oxley Act for so long as we are an emerging growth company. For as long as we take advantage of the reduced reporting obligations, the information that we provide unitholders may be different than information provided by other public companies.

We have been organized as a limited partnership under the laws of the Republic of the Marshall Islands, which does not have a well-developed body of partnership law.

The Partnership’s affairs are governed by our partnership agreement and by the Marshall Islands Act. The provisions of the Marshall Islands Act resemble provisions of the limited partnership laws of a number of states in the United States, most notably Delaware. The Marshall Islands Act also provides that it is to be applied and construed to make it uniform with the Delaware Revised Uniform Partnership Act and, so long as it does not conflict with the Marshall Islands Act or decisions of the Marshall Islands courts, the non-statutory law (“case law”) of the State of Delaware is adopted as the law of the Marshall Islands. There have been, however, few, if any, court cases in the Marshall Islands interpreting the Marshall Islands Act, in contrast to Delaware, which has a fairly well-developed body of case law interpreting its limited partnership statute. Accordingly, we cannot predict whether Marshall Islands courts would reach the same conclusions as the courts in Delaware. For example, the rights of our unitholders and the fiduciary responsibilities of our general partner under Marshall Islands law are not as clearly established as under judicial precedent in existence in Delaware. As a result, unitholders may have more difficulty in protecting their interests in the face of actions by our general partner and its officers and directors than would unitholders of a similarly organized limited partnership in the United States.

Because we are organized under the laws of the Marshall Islands, it may be difficult to serve us with legal process or enforce judgments against us, our directors or our management.

We are organized under the laws of the Marshall Islands, and substantially all of our assets are located outside of the United States. In addition, our general partner is a Marshall Islands limited liability company, and a majority of our directors and officers generally are or will be non-residents of the United States, and all or a substantial portion of the assets of these non-residents are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States if you believe that your rights have been infringed under securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Marshall Islands and of other jurisdictions may prevent or restrict you from enforcing a judgment against our assets or the assets of our general partner or our directors or officers. For more information regarding the relevant laws of the Marshall Islands, please read “Service of Process and Enforcement of Civil Liabilities.”

The initial public offering price for the common units and the total consideration to be paid to Höegh LNG for the interests in the entities that own the vessels in our initial fleet will be determined by negotiations among us and the representatives of the underwriters.

There has been no public trading market for our common units prior to this offering. As a result, the initial public offering price for our common units will be determined through negotiations among us and the representatives of the underwriters. In addition, the total consideration to Höegh LNG in the form of common units, subordinated units and cash for the interests in the entities that own the vessels in our initial fleet will be dependent on the initial public offering price. We will not be obtaining an independent third-party valuation regarding the total value of the interests in the entities that own the vessels in our initial fleet. In negotiating the initial public offering price for our common units, the underwriters and Höegh LNG may have interests which differ from the interests of our unitholders. Accordingly, the initial public offering price may be different than the price that would have been determined based on an independent third-party valuation regarding the value of our initial fleet, or the market price of the common units that will prevail in the trading market. Please read “Use of Proceeds,” “Conflicts of Interest and Fiduciary Duties” and “Underwriting.”

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Tax Risks

In addition to the following risk factors, you should read “Business—Taxation of the Partnership,” “Material U.S. Federal Income Tax Considerations” and “Non-United States Tax Consequences” for a more complete discussion of the expected material U.S. federal and non-U.S. income tax considerations relating to us and the ownership and disposition of our common units.

We will be subject to taxes, which will reduce our cash available for distribution to you.

Some of our subsidiaries will be subject to tax in the jurisdictions in which they are organized or operate, reducing the amount of cash available for distribution. In computing our tax obligation in these jurisdictions, we are required to take various tax accounting and reporting positions on matters that are not entirely free from doubt and for which we have not received rulings from the governing authorities. We cannot assure you that upon review of these positions the applicable authorities will agree with our positions. A successful challenge by a tax authority could result in additional tax imposed on our subsidiaries, further reducing the cash available for distribution. In addition, changes in our operations could result in additional tax being imposed on us, OPCO or our or its subsidiaries in jurisdictions in which operations are conducted. Please read “Business—Taxation of the Partnership.”

U.S. tax authorities could treat us as a “passive foreign investment company,” which would have adverse U.S. federal income tax consequences to U.S. unitholders.

A non-U.S. entity treated as a corporation for U.S. federal income tax purposes will be treated as a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes for any taxable year in which at least 75.0% of its gross income consists of “passive income” or at least 50.0% of the average value of its assets (based on the average of the values at the end of each quarter) produce, or are held for the production of, “passive income.” For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property, and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business, and income derived from the performance of services does not constitute “passive income.” U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, certain distributions they receive from the PFIC, and the gain, if any, they derive from the sale or other disposition of their interests in the PFIC.

Based on our current and projected method of operation, and on an opinion of our U.S. counsel, Vinson & Elkins L.L.P., we believe that we will not be a PFIC for our initial taxable year, and we expect that we will not be treated as a PFIC for any future taxable year. We have received an opinion of our U.S. counsel in support of this position that concludes that the income our subsidiaries earn from our present time-chartering activities should not constitute passive income for purposes of determining whether we are a PFIC. In addition, we have represented to our U.S. counsel that we expect that more than 25.0% of our gross income for our current taxable year and each future year will arise from such time-chartering activities or other income our U.S. counsel has opined does not constitute passive income, and more than 50.0% of the average value of our assets for each such year will be held for the production of such nonpassive income. Assuming the composition of our income and assets is consistent with these expectations, and assuming the accuracy of other representations we have made to our U.S. counsel for purposes of their opinion, our U.S. counsel is of the opinion that we should not be a PFIC for the current or any future year. This opinion is based, and its accuracy is conditioned, on representations, valuations and projections provided by us regarding our assets, income and charters. While we believe these representations, valuations and projections to be accurate, the shipping market is volatile and no assurance can be given that they will continue to be accurate at any time in the future.

Moreover, there are legal uncertainties involved in determining whether the income derived from time-chartering activities constitutes rental income or income derived from the performance of services. In Tidewater

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Inc. v. United States, 565 F.3d 299 (5th Cir. 2009), the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) held that income derived from certain time-chartering activities should be treated as rental income rather than services income for purposes of a provision of the Code relating to foreign sales corporations. In that case, the Fifth Circuit did not address the definition of passive income or the PFIC rules; however, the reasoning of the case could have implications as to how the income from a time charter would be classified under such rules. If the reasoning of this case were extended to the PFIC context, the gross income we derive or are deemed to derive from our time-chartering activities may be treated as rental income, and we would likely be treated as a PFIC. In published guidance, the Internal Revenue Service, or IRS, stated that it disagreed with the holding in Tidewater, and specified that time charters similar to those at issue in the case should be treated as service contracts. We have not sought, and we do not expect to seek, an IRS ruling on the treatment of income generated from our time-chartering activities, and the opinion of our counsel is not binding on the IRS or any court. As a result, the IRS or a court could disagree with our position. No assurance can be given that this result will not occur.

In addition, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future and that we will not become a PFIC in the future. If the IRS were to find that we are or have been a PFIC for any taxable year (and regardless of whether we remain a PFIC for subsequent taxable years), our U.S. unitholders would face adverse U.S. federal income tax consequences. Please read “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—PFIC Status and Significant Tax Consequences” for a more detailed discussion of the U.S. federal income tax consequences to U.S. unitholders if we are treated as a PFIC.

We may have to pay tax on U.S. source income, which would reduce our cash flow.

Under the Code, U.S. source gross transportation income generally is subject to a 4.0% U.S. federal income tax without allowance for deduction of expenses unless an exemption from tax applies under Section 883 of the Code and the existing final and temporary regulations promulgated thereunder (“Treasury Regulations”). U.S. source gross transportation consists of 50.0% of the gross shipping income that a vessel-owning or chartering corporation, such as ourselves, derives (either directly or through one or more subsidiaries that are classified as partnerships or disregarded as entities separate from such corporation for U.S. federal income tax purposes) and that is attributable to transportation that either begins or ends, but that does not both begin and end, in the United States.

We believe that we will qualify for an exemption from U.S. tax on any U.S. source gross transportation income under Section 883 of the Code for the foreseeable future, and we expect to take this position for U.S. federal income tax purposes. Please read “Business—Taxation of the Partnership.” However, there are factual circumstances, including some that may be beyond our control, which could cause us to lose the benefit of this tax exemption after this offering. In addition, our position that we qualify for this exemption is based upon legal authorities that do not expressly contemplate an organizational structure such as ours; specifically, although we have elected to be treated as a corporation for U.S. federal income tax purposes, we are organized as a limited partnership under Marshall Islands law. Therefore, we can give no assurance that the IRS will not take a different position regarding our qualification for this tax exemption.

If we are not entitled to this exemption under Section 883 of the Code for any taxable year, we generally would be subject to a 4.0% U.S. federal gross income tax on our U.S. source gross transportation income for such year. Our failure to qualify for the exemption under Section 883 of the Code could have a negative effect on our business and would result in decreased earnings available for distribution to our unitholders.

The vessels in our fleet do not currently engage, and we do not expect that they will in the future engage, in transportation that begins and ends in the United States or in the provision of regasification or storage services in the United States. If, notwithstanding this expectation, our subsidiaries earn income in the future from transportation that begins and ends in the United States, or from regasification or storage activities in the United States, that income would not be exempt from U.S. federal income tax under Section 883 of the Code and

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would be subject to a 35% net income tax in the United States (and the after-tax earnings attributable to such income may be subject to an additional 30% branch profits tax). Please read “Business—Taxation of the Partnership—The Section 883 Exemption” for a more detailed discussion of the rules relating to qualification for the exemption under Section 883 of the Code and the consequences for failing to qualify for such an exemption.

You may be subject to income tax in one or more non-U.S. jurisdictions, including the United Kingdom and Norway, as a result of owning our common units if, under the laws of any such jurisdiction, we are considered to be carrying on business there. Such laws may require you to file a tax return with, and pay taxes to, those jurisdictions.

We intend to conduct our affairs and cause or influence each of our subsidiaries to operate its business in a manner that minimizes income taxes imposed upon us and our subsidiaries and that may be imposed upon you as a result of owning our common units. However, because we are organized as a limited partnership, there is a risk in some jurisdictions, including the United Kingdom and Norway, that our activities or the activities of our subsidiaries may be attributed to our unitholders for tax purposes if, under the laws of such jurisdiction, we are considered to be carrying on business there. If you are subject to tax in any such jurisdiction, you may be required to file a tax return with, and to pay tax in, that jurisdiction based on your allocable share of our income. We may be required to reduce distributions to you on account of any tax withholding obligations imposed upon us by that jurisdiction in respect of such allocation to you. The United States may not allow a tax credit for any foreign income taxes that you directly or indirectly incur by virtue of an investment in us.

We believe we can conduct our affairs in a manner that does not result in our unitholders being considered to be carrying on business in the United Kingdom or Norway solely as a consequence of the acquisition, ownership, disposition or redemption of our common units. However, the question of whether either we or any of our subsidiaries will be treated as carrying on business in any jurisdiction, including the United Kingdom and Norway, will be largely a question of fact to be determined through an analysis of contractual arrangements, including the sub-technical support agreement that Höegh Norway has entered into with Höegh LNG Management, the ship management agreements that our joint ventures have entered into with Höegh LNG Management, the administrative service agreement we will enter into with our operating company and Höegh UK and the administrative service agreement Höegh UK will enter into with Höegh Norway in connection with the closing of this offering, as well as through an analysis of the manner in which we conduct business or operations, all of which may change over time. Furthermore, the laws of the United Kingdom, Norway or any other jurisdiction may also change, which could cause that jurisdiction’s taxing authorities to determine that we are carrying on business in such jurisdiction and that we or our unitholders are subject to its taxation laws. In addition to the potential for taxation of our unitholders, any additional taxes imposed on us or any of our subsidiaries will reduce our cash available for distribution.

The ratio of dividend income to distributions on our common units is subject to business, economic and other uncertainties as well as tax reporting positions with which the IRS may disagree, which could result in a higher ratio of dividend income to distributions and adversely affect the value of our common units.

We estimate that approximately     % of the total cash distributions made to a purchaser of common units in this offering who owns those units from the date of this offering through December 31, 2016 will constitute dividend income. The remaining portion of the distributions will be treated first as a nontaxable return of capital to the extent of the purchaser’s tax basis in its common units and thereafter as capital gain. These estimates are based on certain assumptions that are subject to business, economic, regulatory, competitive and political uncertainties beyond our control. In addition, these estimates are based on current U.S. federal income tax law and tax reporting positions that we will adopt and with which the IRS could disagree. As a result of these uncertainties, these estimates may be incorrect and the actual percentage of total cash distributions that will constitute dividend income could be higher, and any difference could adversely affect the value of the common units. Please read “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Ratio of Dividend Income to Distributions.”

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FORWARD-LOOKING STATEMENTS

Statements included in this prospectus concerning plans and objectives of management for future operations or economic performance, or assumptions related thereto, including our financial forecast, contain forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements that are also forward-looking statements. Such statements include, in particular, statements about our plans, strategies, business prospects, changes and trends in our business, and the markets in which we operate as described in this prospectus. In some cases, you can identify the forward-looking statements by the use of words such as “may,” “could,” “should,” “would,” “expect,” “plan,” “anticipate,” “intend,” “forecast,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue” or the negative of these terms or other comparable terminology.

Forward-looking statements appear in a number of places and include statements with respect to, among other things:

• statements about FSRU and LNG carrier market trends, including hire rates and factors affecting supply and demand;

• our anticipated growth strategies;

• our anticipated receipt of dividends and repayment of indebtedness from our joint ventures;

• the effect of the worldwide economic environment;

• turmoil in the global financial markets;

• fluctuations in currencies and interest rates;

• general market conditions, including fluctuations in hire rates and vessel values;

• changes in our operating expenses, including drydocking and insurance costs;

• forecasts of our ability to make cash distributions on the units and the amount of any borrowings that may be necessary to make such distributions;

• our future financial condition or results of operations and our future revenues and expenses;

• expected compliance with financing agreements and the expected effect of restrictions and covenants in such agreements;

• the future financial condition of our existing or future customers;

• the repayment of debt;

• our ability to make additional borrowings and to access public equity and debt capital markets;

• planned capital expenditures and availability of capital resources to fund capital expenditures;

• the exercise of purchase options by our customers;

• our ability to maintain long-term relationships with our customers;

• our ability to leverage Höegh LNG’s relationships and reputation in the shipping industry;

• our ability to purchase vessels from Höegh LNG in the future, including the Independence;

• our continued ability to enter into long-term, fixed-rate charters;

• our ability to maximize the use of our vessels, including the redeployment or disposition of vessels no longer under long-term charters;

• expected pursuit of strategic opportunities, including the acquisition of vessels;

• our ability to compete successfully for future chartering and newbuilding opportunities;

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• acceptance of a vessel by her charterer;

• termination dates and extensions of charters;

• the expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as standard regulations imposed by our charterers applicable to our business;

• expected demand in the offshore and crude oil shipping sectors in general and the demand for vessels in particular;

• availability of skilled labor, vessel crews and management;

• our anticipated incremental general and administrative expenses as a publicly traded limited partnership and our fees and expenses payable under the ship management agreements, the technical information and services agreement and the Administrative Services Agreements;

• the anticipated taxation of the Partnership and distributions to our unitholders;

• estimated future maintenance and replacement capital expenditures;

• our ability to retain key employees;

• customers’ increasing emphasis on environmental and safety concerns;

• potential liability from any pending or future litigation;

• potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists;

• future sales of our common units in the public market; and

• our business strategy and other plans and objectives for future operations.

These and other forward-looking statements are made based upon management’s current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and therefore involve a number of risks and uncertainties, including those risks discussed in “Risk Factors.” The risks, uncertainties and assumptions involve known and unknown risks and are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

We undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

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USE OF PROCEEDS

We expect to receive net proceeds of approximately $         million from the sale of              common units offered by this prospectus, after deducting the underwriting discounts, structuring fees and estimated offering expenses payable by us. We expect to use these net proceeds as follows: (i) up to $140 million to make a loan to Höegh LNG in exchange for a note bearing interest at a rate of 5.88% per annum, which is repayable on demand or which we can elect to utilize as part of the purchase consideration in the event we purchase all or a portion of Höegh LNG’s interests in the Independence, (ii) $20 million for general partnership purposes and (iii) the remainder to make a cash distribution to Höegh LNG as partial consideration for the interests in the entities that own the vessels in our initial fleet.

The purchase price of our initial fleet will be dependent on the initial public offering price of our common units and will be equal to the value of the $         distribution to Höegh LNG from the net proceeds of this offering, plus              common units and              subordinated units to be issued to Höegh LNG, plus all of our incentive distribution rights.

Assuming an initial public offering price of $         per common unit and assuming that the fair market value of each subordinated unit is $         and the incentive distribution rights is zero, the total dollar value of the consideration to be paid to Höegh LNG for its 50% interest in the joint ventures and the 100% interest in Höegh Lampung, the entities that own interests in the three vessels in our initial fleet, will be approximately $         million. If the initial public offering price of our common units increases or decreases by $1.00, the consideration will change by $         million. Please read “How We Make Cash Distributions—Subordination Period” and “How We Make Cash Distributions—Incentive Distribution Rights.”

The initial public offering price of our common units, as well as the total consideration to be paid to Höegh LNG for the interests in the entities that own the vessels in our initial fleet, will be determined through negotiations among us and the representatives of the underwriters. Please read “Underwriting.”

We have granted the underwriters a 30-day option to purchase up to              additional common units. If the underwriters exercise their option to purchase additional common units, we will use the net proceeds (approximately $         million, if exercised in full, after deducting the underwriting discounts, structuring fees and estimated offering expenses payable by us) to make an additional cash distribution to Höegh LNG. If the underwriters do not exercise their option to purchase any additional common units, we will issue              common units to Höegh LNG at the expiration of the option period. If and to the extent the underwriters exercise their option to purchase additional common units, the number of units purchased by the underwriters pursuant to such exercise will be issued to the public and the remainder, if any, will be issued to Höegh LNG. Accordingly, the exercise of the underwriters’ option will not affect the total number of units outstanding or the amount of cash needed to pay the minimum quarterly distribution on all units.

A $1.00 increase or decrease in the assumed initial public offering price of $         per common unit would cause the net proceeds from this offering, after deducting the underwriting discounts, structuring fees and estimated offering expenses payable by us, to increase or decrease, respectively, by approximately $         million. In addition, we may also increase or decrease the number of common units we are offering. Each increase of 1.0 million common units offered by us, together with a concomitant $1.00 increase in the assumed initial public offering price to $         per common unit, would increase net proceeds to us from this offering by approximately $         million. Similarly, each decrease of 1.0 million common units offered by us, together with a concomitant $1.00 decrease in the assumed initial public offering price to $         per common unit, would decrease the net proceeds to us from this offering by approximately $         million.

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CAPITALIZATION

The following table shows:

• our historical cash and capitalization as of March 31, 2014; and

• our pro forma cash and capitalization as of March 31, 2014, which reflects the offering and the other transactions described in the unaudited pro forma combined balance sheet included elsewhere in this prospectus, including the application of the net proceeds from this offering as described in “Use of Proceeds” as follows: (i) up to $140 million to make a loan to Höegh LNG in exchange for a note bearing interest at a rate of 5.88% per annum, (ii) $20 million for general partnership purposes and (iii) the remainder to make a cash distribution to Höegh LNG.

This table is derived from and should be read together with the historical combined carve-out financial statements of our predecessor and the unaudited pro forma combined balance sheet and the accompanying notes contained elsewhere in this prospectus. We account for our equity interests in our joint ventures that own two of the vessels in our initial fleet as equity method investments in our combined financial statements. You should also read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

	As of March 31, 2014
	Historical		Pro Forma
	(dollars in thousands)
Cash and cash equivalents	$	4,957	$
Debt:
Current portion of long-term debt(1)	$	41,631	$
Current loans and promissory note due to owners and affiliates(2)		45,132
Borrowings under sponsor credit facility(3)		—
Non-current portion of long-term debt(1)		54,369
Total debt(4)		141,132
Equity:
Total equity	$	39,333	$
Held by public:
Common units(5)		—
Held by general partner and its affiliates:
Common units(5)		—
Subordinated units(5)		—
Equity attributable to Höegh LNG Partners		—
Note receivable from Höegh LNG(6)		—
Total capitalization	$	180,465	$

(1) Secured by our vessels. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources” and note 9 to our predecessor’s unaudited condensed interim combined carve-out financial statements.

(2) Represents promissory notes issued by Höegh Lampung and PT Hoegh to Höegh LNG Ltd. in connection with the transfer of ownership from Höegh LNG Ltd. to PT Hoegh of the construction in progress for the PGN FSRU Lampung and the unbilled construction contract receivable for the Mooring. Please read note 2 to our predecessor’s historical audited combined carve-out financial statements and note 10 to our predecessor’s unaudited condensed interim combined carve-out financial statements.

(3) At or prior to the closing of this offering, we will enter into the sponsor credit facility with Höegh LNG. We do not anticipate drawing under this facility at the closing of this offering.

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(4) As of                     , 2014, we had approximately $          million of total debt outstanding, including $             million under the $299 million Lampung facility that was drawn on                 , 2014. Please read notes 9, 10 and 17 to our predecessor’s unaudited combined carve-out financial statements. Because we account for our joint ventures that own the GDF Suez Neptune and the GDF Suez Cape Ann under the equity method, the table does not reflect our 50% portion of the indebtedness of the two joint ventures. As of March 31, 2014, the two joint ventures had $536.9 million in long-term bank debt and $45.8 million in subordinated debt due to the joint venture owners.

(5) Equity attributable to common units held by public represents the net proceeds of the offering. Equity attributable to the general partner and its affiliates represent pro forma net assets contributed by Höegh LNG before the allocation of net proceeds, allocated pro rata to the common and subordinated units. No allocation has been attributed to incentive distribution rights owned by Höegh LNG, based on an assumption that these rights have nominal value at the time of this offering.

(6) See “Certain Relationships and Related Party Transactions—Intercompany Note.”

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DILUTION

Dilution is the amount by which the offering price will exceed the net tangible book value per common unit after this offering. Based on the initial public offering price of $         per common unit, on a pro forma basis as of March 31, 2014, after giving effect to this offering of common units, the application of the net proceeds in the manner described under “Use of Proceeds” and the formation transactions related to this offering, our pro forma net tangible book value was $         million, or $         per common unit. Purchasers of common units in this offering will experience substantial and immediate dilution in net tangible book value per common unit for financial accounting purposes, as illustrated in the following table.

Assumed initial public offering price per common unit	$
Pro forma net tangible book value(1) per common unit before this offering(2)	$
Increase in net tangible book value(1) per common unit attributable to purchasers in this offering
Less: Pro forma net tangible book value per common unit after this offering(3)
Immediate dilution in net tangible book value per common unit to purchasers in this offering(4)		$

(1) Pro forma net tangible book value is defined as pro forma total assets minus goodwill and pro forma total liabilities.

(2) Determined by dividing the total number of units (             common units and             subordinated units to be issued to our general partner and its affiliates for their contribution of assets and liabilities to us) into the net tangible book value of the contributed assets and liabilities.

(3) Determined by dividing the total number of units (             common units and             subordinated units to be outstanding after this offering) into our pro forma net tangible book value, after giving effect to the application of the net proceeds of this offering.

(4) Because the total number of units outstanding following this offering will not be impacted by any exercise of the underwriters’ option to purchase additional common units and any net proceeds from such exercise will not be retained by us, there will be no change to the dilution in net tangible book value per common unit to purchasers in the offering due to any exercise of the option.

The following table sets forth the number of units that we will issue and the total consideration contributed to us by our general partner and its affiliates and by the purchasers of common units in this offering upon consummation of the transactions contemplated by this prospectus.

	Units Acquired			Total Consideration
	Number	Percent		Amount	Percent
General partner and its affiliates(1)(2)			%	$		%
New investors
Total			%	$		%

(1) Upon consummation of the transactions contemplated by this prospectus, our general partner and its affiliates will own an aggregate of              common units and              subordinated units.

(2) The assets contributed by our general partner and its affiliates were recorded at historical book value, rather than fair value, in accordance with U.S. GAAP. Book value of the consideration provided by our general partner and its affiliates, as of March 31, 2014, is as follows:

	(in thousands of U.S. Dollars)
Book value of net assets contributed	$
Less: Distribution to Höegh LNG from net proceeds of this offering
Total consideration	$

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OUR CASH DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS

You should read the following discussion of our cash distribution policy and restrictions on distributions in conjunction with specific assumptions included in this section. In addition, you should read “Forward-Looking Statements” and “Risk Factors” for information regarding statements that do not relate strictly to historical or current facts and certain risks inherent in our business.

General

Rationale for Our Cash Distribution Policy

Our cash distribution policy reflects a judgment that our unitholders will be better served by our distributing our available cash (after deducting expenses, including estimated maintenance and replacement capital expenditures and reserves) rather than retaining it. Because we believe we will generally finance any expansion capital expenditures from external financing sources, we believe that our unitholders are best served by our distributing all of our available cash. Our cash distribution policy is consistent with the terms of our partnership agreement, which requires that we distribute all of our available cash quarterly (after deducting expenses, including estimated maintenance and replacement capital expenditures and reserves).

Limitations on Cash Distributions and Our Ability to Change Our Cash Distribution Policy

There is no guarantee that unitholders will receive quarterly distributions from us. Our distribution policy is subject to certain restrictions and may be changed at any time, including:

• Our unitholders have no contractual or other legal right to receive distributions other than the obligation under our partnership agreement to distribute available cash on a quarterly basis, which is subject to the broad discretion of our board of directors to establish reserves and other limitations.

• We will be subject to restrictions on distributions under our financing agreements. Our financing agreements contain material financial tests and covenants that must be satisfied in order to pay distributions. If we are unable to satisfy the restrictions included in any of our financing agreements or are otherwise in default under any of those agreements, as a result of our debt levels or otherwise, we will not be able to make cash distributions to you, notwithstanding our stated cash distribution policy. These financial tests and covenants are described in this prospectus in “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources.”

• A substantial majority of our business is currently conducted through our joint ventures. Under the joint venture agreement that governs our joint ventures that own the GDF Suez Neptune and the GDF Suez Cape Ann, our joint ventures are prohibited from making distributions under certain circumstances, including when they have outstanding shareholder loans. In addition, we are unable to cause our joint ventures to make distributions without the agreement of our joint venture partners. If our joint ventures are unable to make distributions to us, it could have a material adverse effect on our ability to pay cash distributions to you in accordance with our stated cash distribution policy. The restrictions on distributions by our joint ventures are described in this prospectus in “Our Joint Ventures and Joint Venture Agreements.”

• We are required to make substantial capital expenditures to maintain and replace our fleet. These expenditures may fluctuate significantly over time, particularly as our vessels near the end of their useful lives. In order to minimize these fluctuations, our partnership agreement requires us to deduct estimated, as opposed to actual, maintenance and replacement capital expenditures from the amount of cash that we would otherwise have available for distribution to our unitholders. In years when estimated maintenance and replacement capital expenditures are higher than actual maintenance and replacement capital expenditures, the amount of cash available for distribution to unitholders will be lower than if actual maintenance and replacement capital expenditures were deducted.

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• Although our partnership agreement requires us to distribute all of our available cash, our partnership agreement, including provisions contained therein requiring us to make cash distributions, may be amended. During the subordination period, with certain exceptions, our partnership agreement may not be amended without the approval of non-affiliated common unitholders. After the subordination period has ended, our partnership agreement can be amended with the approval of a majority of the outstanding common units. Höegh LNG will own approximately     % of our common units and all of our subordinated units outstanding immediately after the closing of this offering. Please read “Our Partnership Agreement—Amendment of Our Partnership Agreement.”

• Even if our cash distribution policy is not modified or revoked, the amount of distributions we pay under our cash distribution policy and the decision to make any distribution is determined by our board of directors, taking into consideration the terms of our partnership agreement.

• Under Section 51 of the Marshall Islands Act, we may not make a distribution to you if the distribution would cause our liabilities, other than liabilities to partners on account of their partnership interest and liabilities for which the recourse of creditors is limited to specified property of ours, to exceed the fair value of our assets, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in our assets only to the extent that the fair value of that property exceeds that liability.

• PT Hoegh will be subject to restrictions on distributions under Indonesian laws due to its formation under the laws of Indonesia. Under Article 71.3 of the Indonesian Company Law (Law No. 40 of 2007), distributions may be made only if the company has positive retained earnings. Our subsidiary holding the ownership interest in PT Hoegh is subject to restrictions under Singapore law due to its formation under Singapore law. Under Section 403(1) of the Companies Act (Cap. 50) of Singapore, no dividends may be paid to the shareholders of any company except out of profits.

• Our joint ventures for the GDF Suez Neptune and the GDF Suez Cape Ann will be subject to restrictions on distributions under the laws of the Cayman Islands due to their formation under the laws of the Cayman Islands. Under such laws, a distribution may be paid out of profits or, if profits are insufficient to make a distribution and subject to the joint venture being solvent immediately following the date on which the distribution is made, out of share premium or distributable capital reserve resulting from contributed surplus paid into the joint venture.

• We may lack sufficient cash to pay distributions to our unitholders due to decreases in total operating revenues, decreases in hire rates, the loss of a vessel, increases in operating or general and administrative expenses, principal and interest payments on outstanding debt, taxes, working capital requirements, maintenance and replacement capital expenditures or anticipated cash needs. Please read “Risk Factors” for a discussion of these factors.

Our Ability to Grow Depends on Our Ability to Access External Expansion Capital

Because we distribute all of our available cash, we may not grow as quickly as businesses that reinvest their available cash to expand ongoing operations. We expect that we will rely upon external financing sources, including bank borrowings and the issuance of debt and equity securities, to fund acquisitions and expansion and investment capital expenditures. As a result, to the extent we are unable to finance growth externally, our cash distribution policy will significantly impair our ability to grow. To the extent we issue additional units in connection with any acquisitions or other capital expenditures, the payment of distributions on those additional units may increase the risk that we will be unable to maintain or increase our per unit distribution level, which in turn may affect the available cash that we have to distribute on each unit. There are no limitations in our partnership agreement on our ability to issue additional units, including units ranking senior to the common units. The incurrence of additional borrowings or other debt by us to finance our growth would result in increased interest expense, which in turn may affect the available cash that we have to distribute to our unitholders.

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Initial Distribution Rate

Upon completion of this offering, our board of directors will adopt a policy pursuant to which we will declare an initial quarterly distribution of $         per unit for each complete quarter, or $         per unit on an annualized basis, to be paid no later than 45 days after the end of each fiscal quarter (beginning with the quarter ending                     , 2014). This equates to an aggregate cash distribution of $         million per quarter, or $         million per year, in each case based on the number of common units and subordinated units outstanding immediately after completion of this offering. Our ability to make cash distributions at the initial distribution rate pursuant to this policy will be subject to the factors described above under “—General—Limitations on Cash Distributions and Our Ability to Change Our Cash Distribution Policy.”

The table below sets forth the number of outstanding common units and subordinated units upon the closing of this offering and the aggregate distribution amounts payable on such units during the year following the closing of this offering at our initial distribution rate of $         per unit per quarter ($         per unit on an annualized basis).

	Number of Units	Distributions
		One Quarter		Four Quarters
Common units		$		$
Subordinated units
Total		$	(1)	$

(1) Actual payments of distributions on the common units and the subordinated units are expected to be approximately $         million for the period between the estimated closing date of this offering (                    , 2014) and the end of the fiscal quarter in which the closing date of this offering occurs.

If the underwriters do not exercise their option to purchase additional common units, we will issue common units to Höegh LNG at the expiration of the option period. If and to the extent the underwriters exercise their option to purchase additional common units, the number of common units purchased by the underwriters pursuant to such exercise will be issued to the underwriters and the remainder, if any, will be issued to Höegh LNG. Any such units issued to Höegh LNG will be issued for no additional consideration. Accordingly, the exercise of the underwriters’ option will not affect the total number of units outstanding or the amount of cash needed to pay the minimum quarterly distribution on all units.

During the subordination period, before we make any quarterly distributions to subordinated unitholders, our common unitholders are entitled to receive payment of the full minimum quarterly distribution plus any arrearages in distributions from prior quarters. Please read “How We Make Cash Distributions—Subordination Period.” We cannot guarantee, however, that we will pay the minimum quarterly distribution or any amount on the common units in any quarter.

Forecasted Results of Operations for the 12-Month Period Ending September 30, 2015

In this section, we present in detail the basis for our belief that we will be able to pay our minimum quarterly distribution on all of our outstanding units for the 12-month period ending September 30, 2015. We present:

• Forecasted Results of Operations for the 12-month period ending September 30, 2015; and

• Forecasted Cash Available for Distribution for the 12-month period ending September 30, 2015,

as well as the significant assumptions upon which the forecast is based.

We present below a forecast of our expected results of operations for the 12-month period ending September 30, 2015 for each of us and our joint ventures. Our forecasts present, to the best of our knowledge and

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belief, the expected results of operations for each of us and our joint ventures for the forecast period. The forecast of our expected results of operations for the forecast period includes the expected results of operations and the related financing of the PGN FSRU Lampung.

Although we anticipate exercising our right to purchase from Höegh LNG the Independence, the timing of such purchase is uncertain and such purchase is subject to reaching an agreement with Höegh LNG regarding the purchase price, the availability of financing and any rights ABKN has under her time charter. As a result, the forecast of our expected results of operations for the forecast period does not reflect the expected results of operations or related financing of the Independence.

Our financial forecast reflects our judgment, as of the date of this prospectus, of conditions we expect to exist and the course of action we expect we and our joint ventures will take during the 12-month period ending September 30, 2015. Our financial forecast is based on assumptions that we believe to be reasonable with respect to the forecast period as a whole. The assumptions and estimates used in the financial forecast are inherently uncertain and represent those that we believe are significant to our financial forecast. We believe that we have a reasonable objective basis for those assumptions. To the extent that there is a shortfall during any quarter in the forecast period, we believe we would be able to make borrowings to pay distributions in such quarter and would be able to repay such borrowings in a subsequent quarter, because we believe the total cash available for distribution for the forecast period will be more than sufficient to pay the aggregate minimum quarterly distribution to all unitholders. We believe actual results of operations of us and our joint ventures will approximate those reflected in our financial forecasts, but we can give no assurance that such forecasted results will be achieved. There will likely be differences between our financial forecast and the actual results and those differences could be material. Our operations are subject to numerous risks that are beyond our control. If either or both of the financial forecasts are not achieved, we may not be able to pay cash distributions on our units at the initial distribution rate stated in our cash distribution policy or at all.

Our forecasts of results of operations are forward-looking statements and should be read together with the historical combined carve-out financial statements of our predecessor, our unaudited pro forma combined balance sheet and the historical combined financial statements of our joint ventures and the accompanying notes included elsewhere in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operation.” We do not, as a matter of course, make public projections as to future revenues, earnings or other results. The financial forecasts have been prepared by and are the responsibility of our management. However, our management has prepared the financial forecast set forth below in support of our belief that we will have sufficient cash available to allow us to pay the minimum quarterly distribution on all of our outstanding units during the forecast period. In addition, in the view of our management, the accompanying financial forecasts were prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of our knowledge and belief, our and our joint ventures’ expected course of action and our and our joint ventures’ expected future financial performance. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this prospectus are cautioned not to place undue reliance on the financial forecast.

When considering our financial forecast, you should keep in mind the risk factors and other cautionary statements included under the heading “Risk Factors” elsewhere in this prospectus. Any of the risks discussed in this prospectus or unanticipated events could cause our actual results of operations, cash flows and financial condition to vary significantly from the financial forecast and such variations may be material. Prospective investors are cautioned to not place undue reliance on the financial forecast and should make their own independent assessment of our future results of operations, cash flows and financial condition.

We are providing the financial forecasts to supplement the historical combined carve-out financial statements of our predecessor and our joint ventures in support of our belief that we will have sufficient cash available to allow us to pay cash distributions on all of our units for each quarter in the 12-month period ending September 30, 2015 at our stated initial distribution rate. Please read “—Forecast Assumptions and Considerations—Summary of Significant Forecast Assumptions” for further information as to the assumptions we have made for the financial forecast.

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We do not undertake any obligation to release publicly the results of any future revisions we may make to the financial forecasts or to update the financial forecast to reflect events or circumstances after the date of this prospectus, even in the event that any or all of the underlying assumptions are shown to be in error. Therefore, we caution you not to place undue reliance on this information.

Neither our independent registered public accounting firm, nor any other independent registered public accounting firm, has compiled, examined or performed any procedures with respect to the forecasted financial information contained herein, nor has it expressed any opinion or given any other form of assurance on such information or its achievability, and it assumes no responsibility for such forecasted financial information. Our independent registered public accounting firm’s report included in this prospectus relates to the historical financial information of our predecessor and our joint ventures. That report does not extend to the tables and the related forecasted financial information contained in this section and should not be read to do so.

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HÖEGH LNG PARTNERS LP

FORECASTED RESULTS OF OPERATIONS

The following table presents our forecasted results of operations for the 12-month period ending September 30, 2015. We account for our equity interests in our two joint ventures as equity method investments.

	Twelve Months  Ending September 30, 2015
(in millions of U.S. Dollars, except per unit amounts)	Höegh LNG Partners LP
	(unaudited)
Time charter revenues	$	44.5
Total revenues	$	44.5
Vessel operating expenses		(5.3	)
Administrative expenses		(5.5	)
Depreciation and amortization		0.0
Total operating expenses	$	(10.8	)
Equity in earnings of joint ventures		7.3
Operating income	$	41.1
Interest income		8.8
Interest expense		(17.0	)
Other items, net		(0.2	)
Income before taxes	$	32.6
Income tax expense		(0.6	)
Net income	$	32.0
Net income per:
Common unit (basic and diluted)	$
Subordinated unit (basic and diluted)	$

The following table presents our joint ventures’ forecasted results of operations for the 12-month period ending September 30, 2015, on a 100% basis.

	Twelve Months Ending September 30, 2015
(in millions of U.S. Dollars)	Joint Ventures
	(unaudited)
Time charter revenues	$	83.3
Total revenues	$	83.3
Vessel operating expenses		(15.8	)
Administrative expenses		(2.0	)
Depreciation and amortization		(18.2	)
Total operating expenses	$	(36.0	)
Operating income	$	47.2
Interest income		—
Interest expense		(32.7	)
Gain/(loss) on derivative instruments		—
Other financial items, net		—
Income before taxes	$	14.6
Income tax expense		—
Net income	$	14.6

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The following table presents the forecasted results of operations for each of our two segments for the 12-month period ending September 30, 2015.

	Höegh LNG Partners LP Twelve Months Ending September 30, 2015
(in millions of U.S. Dollars)	Majority Held FSRUs			Joint Venture FSRUs (Proportional Consolidation)			Other			Total Segment Reporting			Eliminations			Combined Carve-out Reporting
Time charter revenues	$	44.5		$	41.6		$	0.0		$	86.2		$	(41.6	)	$	44.5
Vessel operating expenses		(5.3	)		(7.9	)		0.0			(13.2	)		7.9			(5.3	)
Administrative expenses		(2.5	)		(1.0	)		(3.0	)		(6.5	)		1.0			(5.5	)
Equity in earnings of joint ventures		—			—			—			—			7.3			7.3
Segment EBITDA	$	36.8		$	32.7		$	(3.0	)	$	66.5
Depreciation and amortization		—			(9.1	)		—			(9.1	)		9.1			—
Operating income	$	36.8		$	23.6		$	(3.0	)	$	57.4			—		$	41.1
Gain on derivative instruments		—			—			—			—			—			—
Interest income from intercompany note		—			—			8.3			8.3			—			8.3
Interest income from joint venture shareholder loans		—			—			0.5			0.5			—			0.5
Interest expense		(15.3	)		(16.3	)		(1.8	)		(33.4	)		16.3			(17.0	)
Other items, net		(0.2	)		—			—			(0.2	)		—			(0.2	)
Income before taxes	$	21.3		$	7.3		$	4.0		$	32.6			—		$	32.6
Income tax expense		(0.6	)		—			—			(0.6	)		—			(0.6	)
Net income	$	20.8		$	7.3		$	4.0		$	32.0					$	32.0

Please read the accompanying summary of significant accounting policies and forecast assumptions.

Forecast Assumptions and Considerations

Basis of Presentation

The accompanying financial forecasts and related notes present our forecasted results of operations of each of us and our joint ventures for the 12-month period ending September 30, 2015, based on the assumption that:

• we will issue to Höegh LNG             common units and             subordinated units, representing an aggregate     % limited partner interest in us, and all of our incentive distribution rights;

• we will issue to our general partner, a wholly owned subsidiary of Höegh LNG, a non-economic general partner interest in us;

• we will sell             common units to the public in this offering, representing a     % limited partner interest in us;

• we will apply the net proceeds of the offering as follows: (i) up to $140 million to make a loan to Höegh LNG in exchange for a note bearing interest at a rate of 5.88% per annum, (ii) $20 million for general partnership purposes and (iii) the remainder to make a cash distribution to Höegh LNG;

• the shareholder loans made by Höegh LNG to each of our joint ventures, in part to finance the operations of such joint ventures, will be transferred to our operating company; and

• the receivable for the $40 million promissory note due to Höegh LNG relating to the Höegh Lampung will be transferred from Höegh LNG to our operating company.

Summary of Significant Accounting Policies

Organization.    We are a Marshall Islands limited partnership formed to own, operate and acquire FSRUs, LNG carriers and other LNG infrastructure assets under long-term charters. Our general partner is Höegh LNG GP LLC.

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Principles of Combination.    The financial forecast for Höegh LNG Partners LP includes the subsidiaries we will control and our interest in our joint ventures using the equity method of accounting, as well as the interest income from the advances to our joint ventures. All intercompany transactions have been eliminated in the forecast for Höegh LNG Partners LP. The financial forecast for our joint ventures includes the forecast for our two joint ventures on a combined basis. Our predecessor for accounting purposes accounts for its equity interests in the joint ventures owning two of the vessels in our initial fleet (the GDF Suez Neptune and the GDF Suez Cape Ann) as equity method investments in its combined financial statements. Rule 3-09 of Regulation S-X requires separate financial statements of 50% or less owned persons accounted for under the equity method by a registrant such as us if either the income or the investment test in Rule 1-02(w) of Regulation S-X exceeds 20%. Furthermore, Rule 3-09(c) of Regulation S-X provides for the combination of Rule 3-09 financial statements if the underlying investments are under common management. In such scenarios, the significance of investments under Rule 1-02(w) of Regulation S-X is to be measured on a combined basis.

Use of Estimates.    The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include revenue recognition, the useful lives of the vessels in our initial fleet, drydocking and the valuation of derivatives.

Reporting Currency.    Our financial forecast is stated in U.S. Dollars. The functional currency of our vessel-owning subsidiaries and our joint ventures is the U.S. Dollar. Since such joint ventures and subsidiaries operate in the international shipping market, all revenues are U.S. Dollar-denominated and the majority of the expenditures and all of the long-term debt is denominated in U.S. Dollars. Transactions involving other currencies during the year are converted into U.S. Dollars using the exchange rates in effect at the time of the transactions. Monetary assets and liabilities that are denominated in currencies other than the U.S. Dollar are translated at the exchange rates in effect at the balance sheet date. Resulting gains or losses are reflected separately in the statement of operations.

Revenue Recognition.    Revenue arrangements include the right to use FSRUs for a stated period of time that meet the criteria for lease accounting, in addition to providing a time charter service element. Time charter revenues consist of charter hire payments under time charters, fees for providing time charter services, fees for reimbursement for actual vessel operating expenses and drydocking costs borne by the charterer on a pass-through basis, as well as fees for the reimbursement of certain vessel modifications or other costs borne by the charterer. The lease element of time charters that are accounted for as operating leases and any upfront payments for amounts reimbursed by the charterer are recognized on a straight-line basis over the term of the charter. The joint ventures’ time charters are accounted for as operating leases. The lease element of time charters that are accounted for as direct financing leases is recognized over the charter term using the effective interest rate method and is included in time charter revenues. Direct financing leases are reflected on the balance sheets as net investments in direct financing leases. The PGN FSRU Lampung time charter will be accounted for as a financial lease. Revenues for the lease element of time charters are not recognized for days that the FSRUs are off-hire. Fees for providing time charter services and reimbursements for actual vessel operating expenses are recognized as revenues as services are performed. Revenues for the time charter services element are not recognized for days that the FSRUs are off-hire. Upfront payments of fees for reimbursement of drydocking costs are recognized on a straight-line basis over the period to the next drydocking, which is generally five years for the GDF Suez Neptune and the GDF Suez Cape Ann.

Voyage Expenses.    Under both of our joint ventures’ time charters, the charterer typically pays the voyage expenses. Our joint ventures, as vessel owners, are responsible for any voyage expenses incurred during periods of off-hire under the time charters. However, we do not expect any voyage expenses incurred during periods of off-hire to be substantial and therefore, our forecast assumes that we will not incur any voyage expenses during the forecast period.

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Vessel Operating Expenses.    Vessel operating expenses include crewing, repairs and maintenance, insurance, stores, lube oil, communication expenses and management fees. Vessel operating expenses are paid by the vessel owner under time charters, spot contracts and during off-hire and are recognized when incurred.

Cash and Cash Equivalents.    We consider all highly liquid investments with an original maturity date of three months or less when purchased to be cash equivalents.

Vessels.    Vessels are stated at the historical acquisition or construction cost, including capitalized interest, supervision, technical cost, net of accumulated depreciation and impairment loss, if any. Depreciation is calculated on a straight-line basis over a vessel’s estimated useful life, less an estimated residual value. Depreciation is calculated using an estimated useful life of 35 years for the FSRUs. Modifications to the vessels, including the addition of new equipment, which improves or increases the operational efficiency, functionality or safety of the vessels, are capitalized. These expenditures are amortized over the estimated useful life of the modification. Expenditures covering recurring routine repairs and maintenance are expensed as incurred.

For each of the GDF Suez Neptune and the GDF Suez Cape Ann, a renewal survey is conducted every five to seven years and an intermediate survey is conducted every two to three years after a renewal survey. Until these vessels are 15 years old, they only are drydocked at each renewal survey, with the intermediate surveys occurring while she is afloat, using an approved diving company in the presence of a surveyor from the classification society. After these vessels are 15 years old, they are drydocked both at each renewal survey and each intermediate survey, resulting in drydocking approximately every 30 months. We do not anticipate drydocking the PGN FSRU Lampung for at least 20 years as certain inspections can be done without drydocking. We capitalize the costs directly associated with the classification and regulatory requirements for inspection of the vessels, major repairs and improvements to the vessel’s operating efficiency, functionality or safety incurred during drydocking. Drydocking cost is amortized on a straight-line basis over the period until the next planned drydocking takes place. We expense costs related to routine repairs and maintenance performed during drydocking. For vessels that are newly built or acquired, an element of the cost of the vessel is allocated to a drydock component initially and amortized on a straight-line basis over the period until the next planned drydocking.

Impairment of Long-Lived Assets.    Vessels and newbuildings subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying value exceeds its fair value.

Debt Issuance Costs.    Debt issuance costs, including arrangement fees and legal expenses, are deferred and presented as deferred debt issuance cost and amortized on an effective interest rate method over the term of the relevant loan. Amortization of debt issuance costs is included as a component of interest expense. If a loan is repaid early, any unamortized portion of the deferred debt issuance costs is recognized as interest expense in the period in which the loan is repaid.

Derivative Instruments.    We may, from time to time, enter into interest rate swap contracts to hedge a portion of our exposure to floating interest rates. These transactions involve the conversion of floating rates into fixed rates over the life of the transactions without an exchange of underlying principal. In addition, from time to time we enter into foreign currency swap contracts to reduce risk from foreign currency fluctuations. Our predecessor and joint ventures have interest rate swap contracts for the management of interest rate risk exposure. The interest rate swap contracts have the effect of converting a portion of the outstanding debt from a floating to a fixed rate over the life of the transactions. The interest rate swap contracts were designated as cash flow hedges for our predecessor, however, they were not designated as hedges for accounting purposes for our joint ventures. All derivative instruments are initially recorded at fair value as either current or long-term assets or liabilities as derivative financial instruments in the combined balance sheet and are subsequently remeasured

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to fair value. The changes in the fair value of the derivative financial instruments are recognized in other comprehensive income, net of related tax effects, for our predecessor and in earnings under financial income (expenses), net as gain (loss) on derivative instruments for our joint ventures. Because it is not possible to forecast gains and losses on derivative instruments, we have assumed that gains and losses on derivative instruments during the forecast period will be zero.

Income Taxes.    Deferred tax assets and liabilities are recognized for the tax consequences of temporary differences between the tax and the book bases of assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Benefits of uncertain tax positions are recognized when it is more-likely-than-not that a tax position taken in a tax return will be sustained upon examination based on the technical merits of the position. If the more-likely-than-not recognition criterion is met, a tax position is measured based on the cumulative amount that is more-likely-than-not of being sustained upon examination by tax authorities to determine the amount of benefit to be recognized.

Net Income per Unit.    The calculation of the forecasted basic and diluted earnings for the 12-month period ending September 30, 2015 is set forth below:

(in thousands of U.S. Dollars)	Common Unitholders	Subordinated Unitholders
Partners’ interests in forecasted net income	$	$
Forecasted weighted average number of units outstanding
Forecasted net income per unit	$	$

Summary of Significant Forecast Assumptions—Höegh LNG Partners LP

Vessels.    The forecasts assume that we will retain our 50.0% interest in each of the two joint ventures that own the GDF Suez Neptune and the GDF Suez Cape Ann. In addition, the forecasts reflect or assume that the PGN FSRU Lampung will receive time charter revenue for 365 days of operation under a time charter during the forecast period. There are no scheduled drydockings for the PGN FSRU Lampung for the 12-month period ending September 30, 2015, as the vessel will not be drydocked during the term of her time charter.

We have assumed that we will not make any acquisitions during the forecast period.

Time Charter Revenues.    Our forecasted time charter revenues are based on the total number of days the PGN FSRU Lampung is expected to be on-hire during the 12-month period ending September 30, 2015. The lease element of time charters that are accounted for as direct financing leases is recognized over the charter term using the effective interest rate method and is included in time charter revenues. The PGN FSRU Lampung time charter will be accounted for as a financial lease. The interest payments relating to the financial lease are recognized in time charter revenues on the income statement and principal payment relating to the financial lease are reflected in the cash flow statement as investing activities. Fees for providing time charter services and reimbursements for actual vessel operating expenses are recognized as revenues as services are performed. We have built into our forecast no off-hire for the PGN FSRU Lampung. The amount of actual off-hire time depends upon, among other things, the time the PGN FSRU Lampung spends in delays due to accidents, crewing strikes, certain vessel detentions or similar problems and drydocking for repairs, as well as failure to maintain the vessel in compliance with her specifications and contractual standards or to provide the required crew.

The hire rate payable under our time charter related to the PGN FSRU Lampung is fixed and payable monthly in advance, in U.S. Dollars, and increases annually based on a fixed percentage increase or fixed schedule to enable us to offset expected increases in operating costs. For more information on the components of the hire rate payable under the PGN FSRU Lampung time charter, please read “Business—Vessel Time Charters—PGN FSRU Lampung Time Charter—Hire Rate.”

Voyage Expenses.    Under the PGN FSRU Lampung time charter, the charterer typically pays the voyage expenses. We, as vessel owner, are responsible for any voyage expenses incurred during periods of off-hire under

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the time charter. However, we do not expect any voyage expenses incurred during periods of potential off-hire to be substantial and therefore, our forecast assumes that we will not incur any voyage expenses during the forecast period.

Vessel Operating Expenses.    Our forecasted vessel operating expenses assume that the PGN FSRU Lampung is operational during the 12-month period ending September 30, 2015. Vessel operating expenses primarily relate to the PGN FSRU Lampung operating under her time charter. The forecast takes into account increases in crewing and other labor-related costs driven predominantly by an increase in demand for qualified and experienced officers and crew. In addition, in our calculation of forecasted vessel operating expenses, we have assumed that we will incur approximately $0.6 million of fees pursuant to the sub-technical support agreement to which it is party with Höegh LNG Management. Please read “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—Ship Management Agreements.”

Depreciation and Amortization.    The PGN FSRU Lampung time charter will be accounted for as a financial lease. Accordingly, we do not expect to have any depreciation or amortization during the forecast period.

Administrative Expenses.    Forecasted administrative expenses for the 12-month period ending September 30, 2015 are based on the assumption that we will incur approximately $3.0 million in incremental expenses as a result of being a publicly traded limited partnership. These expenses will include costs associated with annual reports to unitholders, tax return preparation, investor relations, registrar and transfer agent’s fees, incremental director and officer liability insurance costs and officer and director compensation. In addition, these expenses include approximately $1.85 million of fees and expenses that we will incur pursuant to the Administrative Services Agreements. Please read “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—Administrative Services Agreements.”

Interest Income.    In addition to interest income derived from payments made by our joint ventures on our shareholder loans, we expect to receive $8.3 million of interest income with respect to the $140 million note bearing interest at a rate of 5.88% per annum that Höegh LNG will issue to us concurrently with the closing of this offering.

Interest Expense.    Our financial forecast for the 12-month period ending September 30, 2015 assumes we will have an average outstanding loan balance of approximately $217.3 million with an estimated weighted average interest rate of 5.88% per annum.

Other items, net.    Other items, net includes foreign exchange gain (loss) and withholding tax on interest expense described below.

Foreign Exchange Gain (Loss).    We receive all of our revenues in U.S. Dollars. However, a portion of our expenses are denominated in other currencies. For purposes of the financial forecast, we have assumed a constant exchange rate of U.S. Dollar to other currencies for the 12-month period ending September 30, 2015.

Withholding tax.     Hoegh LNG Lampung Pte Ltd. is required to pay withholding tax on its interest expense paid out of Singapore which is not reimbursable under any time charter. The estimated withholding is $0.2 million for the twelve months ending September 30, 2015.

Derivative Financial Instruments.    We will have certain interest rate swap contracts outstanding, relating to the financing for the PGN FSRU Lampung, that will be effective during the twelve months ending September 30, 2015. For purposes of the financial forecast, we have assumed a constant interest rate during the forecast period. Accordingly, we have assumed that we will not have any gains or losses on derivative instruments recognized in other comprehensive income during the 12 months ending September 30, 2015. We have assumed that we will not enter into any additional interest rate swap or foreign currency swap transactions during the forecast period.

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Taxes.    We have not forecasted Indonesian tax expense for the 12-month period ending September 30, 2015, because pursuant to the charter for the PGN FSRU Lampung, the charterer will reimburse us for applicable Indonesian taxes. Our financial forecast assumes that we will incur $0.6 million of Singapore taxes for the forecast period.

Summary of Significant Forecast Assumptions—Our Joint Ventures

Vessels.    The forecasts reflect or assume that each vessel in our joint ventures will receive time charter revenues for 365 days of operation under her respective time charter during the forecast period. Although the GDF Suez Neptune is scheduled for a drydocking in December 2014, the charterer will bear the cost of such drydocking. Therefore, we have assumed no drydocking expense and no days of off-hire associated with such drydocking during the forecast period. We have assumed that our joint ventures will not make any acquisitions during the forecast period.

Time Charter Revenues.    Forecasted time charter revenues are based on the daily hire rates multiplied by the total number of days the GDF Suez Neptune and the GDF Suez Cape Ann are expected to be on-hire during the 12-month period ending September 30, 2015. This is consistent with such vessels’ performance in 2012, in 2013 and in the first quarter of 2014 as they experienced no off-hire. We have built into our forecast no off-hire for the vessels in our joint ventures’ fleet. The amount of actual off-hire time depends upon, among other things, the time a vessel spends in drydocking for repairs, maintenance or inspection, equipment breakdowns or delays due to accidents, crewing strikes, certain vessel detentions or similar problems, as well as failure to maintain the vessel in compliance with her specifications and contractual standards or to provide the required crew.

The hire rate payable under our joint ventures’ time charters is payable monthly in advance, in U.S. Dollars, a portion of which is subject to annual adjustment for changes in labor costs and the size of the fleet under management. For more information on the components of the hire rate payable under our joint ventures’ time charters, please read “Business—Vessel Time Charters—GDF Suez Neptune Time Charter—Hire Rate.”

Voyage Expenses.    The charterer pays for bunker fuels; marine gas oil; boil-off if used or burned while steaming at a reduced rate; boil-off used to provide power for discharge and regasification; and fuel for inert gas, nitrogen and diesel generators, unless the vessel is off-hire. However, we do not expect any voyage expenses incurred by our joint ventures to be substantial.

Vessel Operating Expenses.    Under our joint ventures’ time charters, our joint ventures are responsible for providing certain items and services, which include the crew; drydocking, overhaul, maintenance and repairs; insurance; stores; necessary spare parts; water; inert gas and nitrogen; communication expenses and fees paid to the classification societies, regulatory authorities and consultants. The variable (operating cost) element of the hire rate is designed to cover these expenses. Forecasted vessel operating expenses assume that all of our joint ventures’ vessels are operational during the 12-month period ending September 30, 2015. The forecast takes into account increases in crewing and other labor-related costs driven predominantly by an increase in demand for qualified and experienced officers and crew. In addition, these expenses include approximately $1.3 million of fees pursuant to ship management agreements to which our joint ventures are party to with Höegh LNG Management. Please read “Certain Relationships and Related Party Transactions — Agreements Governing the Transactions — Ship Management Agreements.”

Depreciation and Amortization.    Forecasted depreciation and amortization includes only the GDF Suez Neptune and the GDF Suez Cape Ann. Vessels are stated at cost less accumulated depreciation. The cost of vessels less the estimated residual value is depreciated on a straight-line basis over the assets’ estimated remaining useful lives, which is estimated to be 35 years from initial delivery. The estimated economic life for newbuilding FSRUs operated worldwide has generally been estimated to be 40 years.

Administrative Expenses.    Forecasted administrative expenses for the 12-month period ending September 30, 2015 primarily consist of our joint ventures’ incurred service expenses such as accounting and

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audit fees. Fees and expenses for the provision of management and administrative services are incurred by our joint ventures pursuant to the Höegh UK Administrative Services Agreement, the Höegh Norway Administrative Services Agreement and the commercial and administration management agreements. We anticipate that our joint ventures will incur an aggregate of $0.6 million in fees pursuant to such agreements for the 12-month period ending September 30, 2015. Please read “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—Administrative Services Agreements” and “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—Joint Venture Commercial and Administration Management Agreements.”

Interest Income.    We have assumed that any cash surplus balances will not earn any interest during the forecast period.

Interest Expense.    Our financial forecasts for the 12-month period ending September 30, 2015 assume that our joint ventures will have an average loan balance of approximately $550.2 million with an estimated weighted average interest rate of 5.94% per annum, which includes both bank loan facilities and shareholder loans.

Foreign Exchange Gain (Loss).    Our joint ventures receive revenues in U.S. Dollars. However, a portion of their expenses are denominated in other currencies. For purposes of this financial forecast, we have assumed a constant exchange rate of U.S. Dollar to other currencies for the 12-month period ending September 30, 2015.

Derivative Financial Instruments.    Our joint ventures will have certain interest rate swap contracts outstanding relating to the financing of the GDF Suez Neptune and the GDF Suez Cape Ann during the twelve months ending September 30, 2015. For purposes of the forecast, we have assumed a constant interest rate during the forecast period. Accordingly, we have assumed that we will not have any gains or losses on derivative instruments during the twelve months ending September 30, 2015.

Taxes.    We have not forecasted income tax expense for the 12-month period ending September 30, 2015. Our joint ventures are not subject to taxes in the Cayman Islands, where they are organized. We generally do not incur any tax liability in jurisdictions where the joint ventures’ vessels operated. For those jurisdictions where we believe there is a risk of incurring a liability, such tax would be reimbursed by the charterer.

General

Regulatory, Industry and Economic Factors.    Our financial forecast for the 12-month period ending September 30, 2015 is based on the following assumptions related to regulatory, industry and economic factors:

• no material nonperformance or credit-related defaults by suppliers, customers or vendors;

• no new regulation or interpretation of existing regulations or governmental action that, in either case, would be materially adverse to our business;

• no material accidents, environmental incidents, releases, weather-related incidents, unscheduled downtime or similar unanticipated events;

• no major adverse change in the markets in which we operate resulting from LNG production disruptions, reduced demand for LNG or significant changes in the market price for LNG; and

• no material changes to market, regulatory and overall economic conditions or in prevailing interest rates.

Forecasted Cash Available for Distribution

The tables below sets forth our calculation of forecasted cash available for distribution to our unitholders based on the Forecasted Results of Operations set forth above. Based on the financial forecasts and related assumptions, we forecast that our cash available for distribution generated during the 12-month period ending September 30, 2015 will be approximately $         million. This amount would be sufficient to pay 100% of the

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minimum quarterly distribution of $         per unit on all of our common units and subordinated units for the four quarters ending September 30, 2015. Actual payments of distributions on the common units and the subordinated units are expected to be approximately $         million for the period between the estimated closing date of this offering (                    , 2014) and the end of the fiscal quarter in which the closing date of this offering occurs, and we anticipate our cash available for distribution generated during such period will be sufficient to pay 100% of the minimum quarterly distribution on all of our common units and subordinated units with respect to such period.

You should read “—Forecast Assumptions and Considerations—Summary of Significant Forecast Assumptions” included as part of the financial forecast for a discussion of the material assumptions underlying our forecasts of segment EBITDA and adjusted EBITDA included in the tables below. Our forecasts are based on those material assumptions and reflect our judgment of conditions we expect to exist and the course of action we expect to take and we expect that our joint ventures will take. The assumptions disclosed in our financial forecasts are those that we believe are significant to generate the forecasts of segment EBITDA and adjusted EBITDA. If our estimates are not achieved, we may not be able to pay distributions on the common units at the initial distribution rate of $         per unit per quarter ($         per unit on an annualized basis). Our financial forecast and the forecast of cash available for distribution set forth below have been prepared by our management. This calculation represents available cash from operating surplus generated during the period and excludes any cash from working capital borrowings, capital expenditures and cash on hand on the closing date.

Segment EBITDA and adjusted EBITDA should not be considered alternatives to net income, operating income, cash flow from operating activities or any other measure of financial performance calculated in accordance with U.S. GAAP.

When considering our forecast of cash available for distribution for the 12-month period ending September 30, 2015, you should keep in mind the risk factors and other cautionary statements under the headings “Forward-Looking Statements” and “Risk Factors” elsewhere in this prospectus. Any of these factors or the other risks discussed in this prospectus could cause our results of operations of us and of our joint ventures to vary significantly from those set forth in the financial forecast and the forecast of cash available for distribution set forth below.

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HÖEGH LNG PARTNERS LP

FORECASTED CASH AVAILABLE FOR DISTRIBUTION

The following table presents our forecasted cash available for distribution to our unitholders for the 12-month period ending September 30, 2015. We account for our equity interests in our two joint ventures as equity method investments.

	Twelve  Months Ending September 30, 2015
(in millions of U.S. Dollars, except per unit amounts)	Höegh LNG Partners LP(1)
	(unaudited)
Net income	$	32.0
Depreciation and amortization		—
Interest income		(8.8	)
Interest expense		17.0
Income tax expense		0.6
Equity in earnings of joint ventures: Depreciation and amortization		9.1
Equity in earnings of joint ventures: Interest (income), expenses, net		16.3
Other items, net		0.2
Segment EBITDA(2)	$	66.5
Cash collection on direct financial lease investments		2.7
Adjusted EBITDA(2)	$	69.2
Cash interest expense		(14.7	)
Cash interest income from intercompany note		8.3
Other non-cash items		0.3
Other items, net		(0.2	)
Income tax expense		(0.6	)
Adjustments for cash flow from joint venture distributions(3):
Segment EBITDA of joint ventures		(32.7	)
Interest payments on shareholder loans from joint ventures		0.5
Principal payments on shareholder loans from joint ventures		6.5
Net estimated replacement capital expenditures(4)		0.0
Cash available for distribution to our unitholders	$	36.5
Expected distributions:
Distribution per unit	$
Distributions to our public common unitholders(5)	$
Distributions to Höegh LNG common units(5)
Distributions to Höegh LNG subordinated units
Total distributions(6)
	$
Excess (shortfall)
Annualized minimum quarterly distribution per unit	$
Aggregate distributions based on annualized minimum quarterly distribution	$
Percent of minimum quarterly distributions payable to common unitholders		100	%
Percent of minimum quarterly distributions payable to subordinated unitholder		100	%

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The following table presents our joint ventures’ forecasted cash available for distribution to us for the 12-month period ending September 30, 2015, on a 100% basis.

	Twelve Months Ending September 30, 2015
(in millions of U.S. Dollars)	Joint Ventures(1)
	(unaudited)
Net income	$	14.6
Depreciation and amortization		18.2
Interest income		—
Interest expense:
Bank facilities		29.8
Shareholder loans to us		1.4
Shareholder loans to our joint venture partner		1.4
Income taxes		—
Segment EBITDA(2)		65.4
Adjustments for cash items:
Cash interest expense:
Bank facilities		(29.5	)
Shareholder loans to us		(0.5	)
Shareholder loans to our joint venture partner		(0.5	)
Cash interest income		—
Principal payments:
Bank facilities		(20.3	)
Shareholder loans to us		(6.5	)
Shareholder loans to our joint venture partner(3)		(6.5	)
Adjustments for non-cash items		(1.6	)
Cash available for distribution to joint venture partners(3)		—
Cash available for distribution to us	$	—

(1) The forecasts are based on the assumptions set forth in “—Forecast Assumptions and Considerations—Summary of Significant Forecast Assumptions.”

(2) Segment EBITDA and adjusted EBITDA are non-U.S. GAAP financial measures. Segment EBITDA means earnings before interest, other financial items/other items, net, taxes and depreciation and amortization. Adjusted EBITDA means EBITDA increased by cash collection on direct financial lease investments. Segment EBITDA and adjusted EBITDA are used as supplemental financial measures by management and external users of financial statements, such as investors, to assess our financial and operating performance. Segment EBITDA and adjusted EBITDA assist our management and investors by increasing the comparability of our performance from period to period and against the performance of other companies in our industry that provide segment EBITDA and adjusted EBITDA information. This increased comparability is achieved by excluding the potentially disparate effects between periods or companies of interest, other financial items, taxes, depreciation and amortization, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect net income between periods. We believe that including segment EBITDA and adjusted EBITDA as financial and operating measures benefits investors in (a) selecting between investing in us and other investment alternatives and (b) monitoring our ongoing financial and operational strength in assessing whether to continue to hold our common units. Segment EBITDA and adjusted EBITDA should not be considered alternatives to net income, operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. Segment EBITDA and adjusted EBITDA exclude some, but not all, items that affect net income, and these measures may vary among other companies. Therefore, segment EBITDA and adjusted EBITDA as presented herein may not be comparable to similarly titled measures of other companies.

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(3) Our joint ventures are structured to distribute cash to us first through the repayment of subordinated shareholder loans. After such shareholder loans are repaid in full, we expect to receive our 50% share of cash available for distribution from our joint ventures. As of March 31, 2014, the outstanding total balances due to us from the joint venture shareholder loans were $22.9 million. For the next three years, we expect to receive distributions in the form of repayment of these shareholder loans. For the twelve months ending September 30, 2015, we expect to receive $6.5 million in the form of principal repayment on these shareholder loans.

(4) Our partnership agreement requires us to deduct estimated replacement capital expenditures from our operating surplus each quarter, as opposed to actual replacement capital expenditures, which would include any debt amortization. On a consolidated basis, we estimate that the total replacement capital expenditures for our initial fleet will be $10.2 million per year. Our joint ventures are obligated to make amortization payments on their existing secured bank facilities before making any distribution to their shareholders, including us, and our joint ventures amortize their debt over a shorter period of time than the useful life of their respective assets. This results in our estimated replacement capital expenditures for our share of the joint ventures being less than our share of the actual principal repayments, and as a result, our “net” estimated replacement capital expenditures across both segments being $0.

The following table presents net estimated replacement capital expenditures for each of our two segments for the 12-month period ending September 30, 2015.

	Höegh LNG Partners LP Twelve Months Ending September 30, 2015
(in millions of U.S. Dollars)	Majority Held FSRUs		Joint Venture FSRUs (Proportional Consolidation)			Total
Estimated replacement capital expenditures	$	4.4	$	5.7		$	10.2
Allocated principal payment on joint venture bank facilities		—		(10.2	)		(10.2	)
Net estimated replacement capital expenditures	$	4.4	$	(4.4	)	$	—

(5) Assumes the underwriters’ option to purchase additional common units is not exercised.

(6) Represents the amount required to fund distributions to our unitholders for four quarters based upon our minimum quarterly distribution rate of $         per unit.

The following table presents the forecasted cash available for distribution to our unitholders of each of our segments for the 12-month period ending September 30, 2015.

	Höegh LNG Partners LP Twelve Months Ending September 30, 2015
(in millions of U.S. Dollars)	Majority Held FSRUs		Joint Venture FSRUs (Proportional Consolidation)		Other			Total Segment Reporting			Eliminations			Combined Carve-out Reporting
Net income	$	20.8	$	7.3	$	4.0		$	32.0		$	0.0		$	32.0
Depreciation and amortization		—		9.1		—			9.1			(9.1	)		—
Interest income from intercompany note		—		—		(8.3	)		(8.3	)		—			(8.3	)
Interest income from joint venture shareholder loan		—		—		(0.5	)		(0.5	)		—			(0.5	)
Interest expense		15.3		16.3		1.8			33.4			(16.3	)		17.0
Other items, net		0.2		—		—			0.2			—			0.2
Income tax expense		0.6		—		—			0.6			—			0.6
Equity in earnings of joint ventures: Depreciation and amortization		—		—		—			—			—			9.1
Equity in earnings of joint ventures: Interest (income) expense, net		—		—		—			—			—			16.3
Segment EBITDA(1)	$	36.8	$	32.7	$	(3.0	)	$	66.5					$	66.5

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	Höegh LNG Partners LP Twelve Months Ending September 30, 2015
	Majority Held FSRUs			Joint Venture FSRUs (Proportional Consolidation)			Other			Total Segment Reporting			Eliminations		Combined Carve-out Reporting
Cash collection on direct financial lease investments		2.7			—			—			2.7			—		2.7
Adjusted EBITDA(1)	$	39.5		$	32.7		$	(3.0	)	$	69.2			—	$	69.2
Cash interest expenses		(12.9	)		(15.2	)		(1.8	)		(29.9	)		—		(29.9	)
Cash interest income from intercompany note		—			—			8.3			8.3			—		8.3
Other items, net		(0.2	)		—			—			(0.2	)		—		(0.2	)
Income tax expense		(0.6	)		—			—			(0.6	)		—		(0.6	)
Other non-cash items		0.3			(0.8	)		—			(0.5	)		—		(0.5	)
Interest payments on joint venture shareholder loans		—			—			0.5			0.5			—		0.5
Dividends from joint ventures		—			—			—			—			—		—
Estimated replacement capital expenditures		(4.4	)		(5.7	)		—			(10.2	)		—		(10.2	)
Cash available for distribution to our unitholders	$	21.7		$	10.9		$	4.0		$	36.5				$	36.5

(1) Adjusted EBITDA and segment EBITDA are non-GAAP financial measures. Segment EBITDA is defined as earnings before interest, depreciation and amortization, taxes and other financial items. Other financial items consist of gains and losses on derivative instruments and other items, net (including foreign exchange gains and losses and withholding tax on interest expenses). Adjusted EBITDA is defined as earnings before interest, depreciation and amortization, taxes, other financial items and cash collections on direct financial lease investments. Cash collections on direct finance lease investments consist of difference between the payments under the time charter and the revenues recognized as a financial lease (representing the repayment of the principal recorded as a receivable). Segment EBITDA and adjusted EBITDA are used as supplemental financial measures by management and external users of financial statements, such as our lenders, to assess our financial and operating performance. We believe that segment EBITDA assists our management and investors by increasing the comparability of our performance from period to period and against the performance of other companies in our industry that provide segment EBITDA information. This increased comparability is achieved by excluding the potentially disparate effects between periods or companies of interest, other financial items, depreciation and amortization and taxes, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect net income between periods. We believe that including segment EBITDA as a financial and operating measure benefits investors in (a) selecting between investing in us and other investment alternatives and (b) monitoring our ongoing financial and operational strength in assessing whether to continue to hold common units. Adjusted EBITDA and segment EBITDA should not be considered alternatives to net income, operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. Adjusted EBITDA and segment EBITDA exclude some, but not all, items that affect net income, and these measures may vary among other companies. Therefore, adjusted EBITDA and segment EBITDA as presented herein may not be comparable to similarly titled measures of other companies.

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Forecast of Maintenance and Replacement Expenditures

Our partnership agreement requires our board of directors to deduct from operating surplus each quarter estimated maintenance and replacement capital expenditures, as opposed to actual maintenance and replacement capital expenditures, in order to reduce disparities in operating surplus caused by fluctuating maintenance and replacement capital expenditures, such as drydocking and vessel replacement. The actual cost of replacing the vessels in our initial fleet will depend on a number of factors, including prevailing market conditions, hire rates and the availability and cost of financing at the time of replacement. Our board of directors, with the approval of the conflicts committee, may determine that one or more of our assumptions should be revised, which could cause our board of directors to increase the amount of estimated maintenance and replacement capital expenditures. We may elect to finance some or all of our maintenance and replacement capital expenditures through the issuance of additional common units, which could be dilutive to our existing unitholders. Estimated maintenance capital expenditures will not include maintenance capital expenditures to the extent the charterers bear such expenses. In those cases the amounts received by us or our joint ventures from the charterers for such maintenance capital expenditures will not be included in operating surplus. Please read “Risk Factors—Risks Inherent in Our Business—We must make substantial capital expenditures to maintain and replace the operating capacity of our fleet, which will reduce our cash available for distribution. In addition, each quarter we will be required, pursuant to our partnership agreement, to deduct estimated maintenance and replacement capital expenditures from operating surplus, which may result in less cash available to unitholders than if actual maintenance and replacement capital expenditures were deducted.”

Maintenance Capital Expenditures.    GDF Suez reimburses us for anticipated maintenance capital expenditures incurred by our joint ventures, pursuant to the terms of the time charters. The PGN FSRU Lampung is not anticipated to be drydocked until after the initial term of the charter. If the charterer exercises its option to extend the charter period, and drydocking is required, the charterer will reimburse us for the costs of such drydocking.

Replacement Capital Expenditures.    Our initial annual estimated replacement capital expenditures for purposes of calculating operating surplus will be approximately $10.2 million per year, including financing costs, for replacing our vessels at the end of their useful lives. The $10.2 million for future replacement of the vessels in our fleet is based on assumptions regarding the remaining useful lives of the vessels in our fleet, a long-term net investment rate equivalent to our expected long-term borrowing costs, vessel replacement costs based on current market conditions, inflation and residual value of the vessels at the end of their useful lives based on current steel prices. Net estimated replacement capital expenditures will be $0, representing the amounts by which the estimated replacement capital expenditures of the PGN FSRU Lampung and our joint ventures exceed (or are less than) the amount of our share of the actual principal repayment on secured debt financing at our joint ventures on indebtedness incurred to finance the purchase or construction of the underlying vessels. Our joint ventures are obligated to make these principal repayments before they make distributions to their shareholders, and this debt is being amortized over a shorter period of time than the useful lives of their respective assets. Therefore our allocated portion of the principal payment on our joint venture bank facilities is higher than our estimated replacement capital expenditures for the joint ventures.

Forecast of Compliance with Debt Covenants

Our ability to make cash distributions to our unitholders could be affected if we or our joint ventures do not remain in compliance with the covenants of our respective financing agreements. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Borrowing Activities.” We have assumed we will be in compliance with all of these covenants.

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HOW WE MAKE CASH DISTRIBUTIONS

Distributions of Available Cash

General

Within 45 days after the end of each quarter, beginning with the quarter ending                     , 2014, we will distribute all of our available cash (defined below) to unitholders of record on the applicable record date. We will adjust the minimum quarterly distribution for the period from the closing of this offering through                     , 2014, based on the actual length of the period.

In determining “available cash” and “operating surplus,” we will proportionately consolidate our less than wholly owned subsidiaries, which for this purpose includes joint ventures, provided that such entities were formed for the purpose of owning and operating specified assets, and with respect to which we have at the time of determination at least a 20% beneficial interest and are either consolidated by us for accounting purposes or accounted for by us on the equity method. Available cash and operating surplus shall not include cash on hand of our joint ventures at the time of our initial public offering.

Definition of Available Cash

Available cash generally means, for each fiscal quarter, all cash on hand at the end of the quarter (including our proportionate share of cash on hand of our subsidiaries):

• less, the amount of cash reserves (including our proportionate share of cash reserves of our subsidiaries) established by our board of directors and our subsidiaries to:

• provide for the proper conduct of our business (including reserves for future capital expenditures and for our anticipated credit needs);

• comply with applicable law, any of our debt instruments or other agreements; and/or

• provide funds for distributions to our unitholders for any one or more of the next four quarters;

• plus, all cash on hand (including our proportionate share of cash on hand of our subsidiaries) on the date of determination of available cash for the quarter resulting from (i) working capital borrowings made after the end of the quarter and (ii) cash distributions received after the end of the quarter from any equity interest in any person (other than a subsidiary of us), which distributions are paid by such person in respect of operations conducted by such person during such quarter. Working capital borrowings are generally borrowings that are made under a working capital facility and in all cases are used solely for working capital purposes or to pay distributions to partners.

Intent to Distribute the Minimum Quarterly Distribution

We intend to distribute to the holders of common units and subordinated units on a quarterly basis at least the minimum quarterly distribution of $         per unit, or $         per unit per year, to the extent we have sufficient cash on hand to pay the distribution after we establish cash reserves and pay fees and expenses. The amount of available cash from operating surplus needed to pay the minimum quarterly distribution for one quarter on all units outstanding immediately after this offering is approximately $         million.

There is no guarantee that we will pay the minimum quarterly distribution on the common units and subordinated units in any quarter. Even if our cash distribution policy is not modified or revoked, the amount of distributions paid under our policy and the decision to make any distribution is determined by our board of directors, taking into consideration the terms of our partnership agreement. We will be prohibited from making any distributions to unitholders if it would cause an event of default, or an event of default is then existing, under our financing agreements.

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Furthermore, our financing arrangements require our subsidiaries and joint ventures to hold cash reserves that are, in certain cases, held for specifically designated uses, including working capital, operations and maintenance and debt service reserves, and are generally subject to “waterfall” provisions that allocate project revenues to specified priorities of use (such as operating expenses, scheduled debt service, targeted debt service reserves and any other reserves) and the remaining cash is distributable to us only on certain dates and subject to satisfaction of certain conditions, including meeting a 1.20 historical and projected debt service coverage ratio. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources” for a discussion of the restrictions contained in our financing agreements that may restrict our ability to make cash distributions to our unitholders.

Operating Surplus and Capital Surplus

General

All cash distributed to unitholders will be characterized as either “operating surplus” or “capital surplus.” We treat distributions of available cash from operating surplus differently than distributions of available cash from capital surplus.

Definition of Operating Surplus

Operating surplus for any period generally means:

• $         million; plus

• all of our cash receipts (including our proportionate share of cash receipts of our subsidiaries) after the closing of this offering (provided that cash receipts from the termination of an interest rate, currency or commodity hedge contract prior to its specified termination date will be included in operating surplus in equal quarterly installments over the remaining scheduled life of such hedge contract), excluding cash from (i) borrowings, other than working capital borrowings, (ii) sales of equity and debt securities, (iii) sales or other dispositions of assets outside the ordinary course of business, (iv) capital contributions or (v) corporate reorganizations or restructurings; plus

• working capital borrowings (including our proportionate share of working capital borrowings for our subsidiaries) made after the end of a quarter but before the date of determination of operating surplus for the quarter; plus

• interest paid on debt incurred (including periodic net payments under related hedge contracts) and cash distributions paid on equity securities issued (including the amount of any incremental distributions made to the holders of our incentive distribution rights and our proportionate share of such interest and cash distributions paid by our subsidiaries), in each case, to finance all or any portion of the construction, replacement or improvement of a capital asset (such as an FSRU or LNG carrier) in respect of the period from such financing until the earlier to occur of the date the capital asset is put into service or the date that it is abandoned or disposed of; plus

• interest paid on debt incurred (including periodic net payments under related hedge contracts) and cash distributions paid on equity securities issued (including the amount of any incremental distributions made to the holders of our incentive distribution rights and our proportionate share of such interest and cash distributions paid by our subsidiaries), in each case, to pay the construction period interest on debt incurred (including periodic net payments under related interest rate swap contracts), or to pay construction period distributions on equity issued, to finance the construction projects described in the immediately preceding bullet point; less

• all of our “operating expenditures” (which includes estimated maintenance and replacement capital expenditures and is further described below) of us and our subsidiaries (including our proportionate share of operating expenditures by our subsidiaries) immediately after the closing of this offering; less

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• the amount of cash reserves (including our proportionate share of cash reserves for our subsidiaries) established by our board of directors to provide funds for future operating expenditures; less

• any cash loss realized on dispositions of assets acquired using investment capital expenditures; less

• all working capital borrowings (including our proportionate share of working capital borrowings by our subsidiaries) not repaid within 12-month period after having been incurred.

If a working capital borrowing, which increases operating surplus, is not repaid during the 12-month period following the borrowing, it will be deemed repaid at the end of such period, thus decreasing operating surplus at such time. When such working capital borrowing is in fact repaid, it will not be treated as a reduction in operating surplus because operating surplus will have been previously reduced by the deemed repayment.

As described above, operating surplus includes a provision that will enable us, if we choose, to distribute as operating surplus up to $         million of cash we receive in the future from non-operating sources, such as asset sales, issuances of securities and long-term borrowings, that would otherwise be distributed as capital surplus. In addition, the effect of including, as described above, certain cash distributions on equity securities or interest payments on debt in operating surplus would be to increase operating surplus by the amount of any such cash distributions or interest payments. As a result, we may also distribute as operating surplus up to the amount of any such cash distributions or interest payments we receive from non-operating sources.

Operating expenditures generally means all of our cash expenditures, including but not limited to taxes, employee and director compensation, reimbursement of expenses to our general partner, repayment of working capital borrowings, debt service payments and payments made under any interest rate, currency or commodity hedge contracts (provided that payments made in connection with the termination of any hedge contract prior to the expiration of its specified termination date be included in operating expenditures in equal quarterly installments over the remaining scheduled life of such hedge contract), provided that operating expenditures will not include:

• deemed repayments of working capital borrowings deducted from operating surplus pursuant to the last bullet point of the definition of operating surplus above when such repayment actually occurs;

• payments (including prepayments and payment penalties) of principal of and premium on indebtedness, other than working capital borrowings;

• expansion capital expenditures, investment capital expenditures or actual maintenance and replacement capital expenditures (which are discussed in further detail under “—Capital Expenditures” below);

• payment of transaction expenses (including taxes) relating to interim capital transactions; or

• distributions to partners.

Capital Expenditures

For purposes of determining operating surplus, maintenance and replacement capital expenditures are those capital expenditures required to maintain over the long term the operating capacity of, or the revenue generated by, our capital assets, and expansion capital expenditures are those capital expenditures that increase the operating capacity of or the revenue generated by our capital assets. In our partnership agreement, we refer to these maintenance and replacement capital expenditures as “maintenance capital expenditures.” To the extent, however, that capital expenditures associated with acquiring a new vessel or other LNG infrastructure asset or improving an existing asset increase the revenues or the operating capacity of our fleet, those capital expenditures would be classified as expansion capital expenditures.

Investment capital expenditures are those capital expenditures that are neither maintenance and replacement capital expenditures nor expansion capital expenditures. Investment capital expenditures largely will consist of capital expenditures made for investment purposes. Examples of investment capital expenditures include traditional capital expenditures for investment purposes, such as purchases of equity securities, as well as other

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capital expenditures that might be made in lieu of such traditional investment capital expenditures, such as the acquisition of a capital asset for investment purposes.

Examples of maintenance and replacement capital expenditures include capital expenditures associated with drydocking, modifying an existing vessel or acquiring a new vessel to the extent such expenditures are incurred to maintain the operating capacity of or the revenue generated by our fleet. Maintenance and replacement capital expenditures will also include interest (and related fees) on debt incurred and distributions on equity issued (including the amount of any incremental distributions made to the holders of our incentive distribution rights) to finance the construction of a replacement vessel and paid in respect of the construction period, which we define as the period beginning on the date that we enter into a binding construction contract and ending on the earlier of the date that the replacement vessel commences commercial service or the date that the replacement vessel is abandoned or disposed of. Debt incurred to pay or equity issued to fund construction period interest payments, and distributions on such equity (including the amount of any incremental distributions made to the holders of our incentive distribution rights), will also be considered maintenance and replacement capital expenditures.

Because our maintenance and replacement capital expenditures can be very large and vary significantly in timing, the amount of our actual maintenance and replacement capital expenditures may differ substantially from period to period, which could cause similar fluctuations in the amounts of operating surplus, adjusted operating surplus and available cash for distribution to our unitholders than if we subtracted actual maintenance and replacement capital expenditures from operating surplus each quarter. Accordingly, to eliminate the effect on operating surplus of these fluctuations, our partnership agreement will require that an amount equal to an estimate of the average quarterly maintenance and replacement capital expenditures necessary to maintain the operating capacity of or the revenue generated by our capital assets over the long term be subtracted from operating surplus each quarter, as opposed to the actual amounts spent. In our partnership agreement, we refer to these estimated maintenance and replacement capital expenditures to be subtracted from operating surplus as “estimated maintenance capital expenditures.” The amount of estimated maintenance and replacement capital expenditures deducted from operating surplus is subject to review and change by our board of directors at least once a year, provided that any change must be approved by our conflicts committee. The estimate will be made at least annually and whenever an event occurs that is likely to result in a material adjustment to the amount of our maintenance and replacement capital expenditures, such as a major acquisition or the introduction of new governmental regulations that will affect our fleet. For purposes of calculating operating surplus, any adjustment to this estimate will be prospective only. For a discussion of the amounts we have allocated toward estimated maintenance and replacement capital expenditures, please read “Our Cash Distribution Policy and Restrictions on Distributions.”

The use of estimated maintenance and replacement capital expenditures in calculating operating surplus will have the following effects:

• it will reduce the risk that actual maintenance and replacement capital expenditures in any one quarter will be large enough to make operating surplus less than the minimum quarterly distribution to be paid on all the units for that quarter and subsequent quarters;

• it may reduce the need for us to borrow to pay distributions;

• it will be more difficult for us to raise our distribution above the minimum quarterly distribution and pay incentive distributions to Höegh LNG; and

• it will reduce the likelihood that a large maintenance and replacement capital expenditure in a period will prevent Höegh LNG from being able to convert some or all of its subordinated units into common units since the effect of an estimate is to spread the expected expense over several periods, mitigating the effect of the actual payment of the expenditure on any single period.

Definition of Capital Surplus

Capital surplus generally will be generated only by:

• borrowings other than working capital borrowings;

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• sales of debt and equity securities; and

• sales or other dispositions of assets for cash, other than inventory, accounts receivable and other current assets sold in the ordinary course of business or non-current assets sold as part of normal retirements or replacements of assets.

Characterization of Cash Distributions

We will treat all available cash distributed as coming from operating surplus until the sum of all available cash distributed since we began operations equals the operating surplus as of the most recent date of determination of available cash. We will treat any amount distributed in excess of operating surplus, regardless of its source, as capital surplus. As described above, operating surplus does not reflect actual cash on hand that is available for distribution to our unitholders. For example, it includes a provision that will enable us, if we choose, to distribute as operating surplus up to $         million of cash we receive in the future from non-operating sources, such as asset sales, issuances of securities and long-term borrowings, that would otherwise be distributed as capital surplus. We do not anticipate that we will make any distributions from capital surplus.

Subordination Period

General

During the subordination period, which we define below, the common units will have the right to receive distributions of available cash from operating surplus in an amount equal to the minimum quarterly distribution of $         per unit, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. Distribution arrearages do not accrue on the subordinated units. The purpose of the subordinated units is to increase the likelihood that during the subordination period there will be available cash from operating surplus to be distributed on the common units.

Definition of Subordination Period

The subordination period will extend until the second business day following the distribution of available cash from operating surplus in respect of any quarter, ending on or after June 30, 2019, that each of the following tests are met:

• distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equaled or exceeded the sum of the minimum quarterly distribution for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date;

• the “adjusted operating surplus” (as defined below) generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of the minimum quarterly distributions on all of the outstanding common units and subordinated units during those periods on a fully diluted weighted average basis during those periods; and

• there are no outstanding arrearages in payment of the minimum quarterly distribution on the common units.

If the unitholders remove our general partner without cause, the subordination period may end before June 30, 2019.

For purposes of determining whether the tests in the bullet points above have been met, the three consecutive, non-overlapping four-quarter periods for which the determination is being made may include one or more quarters with respect to which arrearages in the payment of the minimum quarterly distribution on the common units have accrued, provided that all such arrearages have been repaid prior to the end of each such four-quarter period.

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When the subordination period ends, all subordinated units will convert into common units on a one-for-one basis, and the common units will no longer be entitled to arrearages.

Definition of Adjusted Operating Surplus

Adjusted operating surplus for any period generally means:

• operating surplus generated with respect to that period (excluding any amounts attributable to the item in the first bullet point under “—Operating Surplus and Capital Surplus—Definition of Operating Surplus” above); less

• the amount of any net increase in working capital borrowings (including our proportionate share of any changes in working capital borrowings of our subsidiaries) with respect to that period; less

• the amount of any net reduction in cash reserves for operating expenditures (including our proportionate share of cash reserves of our subsidiaries) over that period not relating to an operating expenditure made during that period; plus

• the amount of any net decrease in working capital borrowings (including our proportionate share of any changes in working capital borrowings of our subsidiaries) with respect to that period; plus

• the amount of any net increase in cash reserves for operating expenditures (including our proportionate share of cash reserves of our subsidiaries) over that period required by any debt instrument for the repayment of principal, interest or premium; plus

• the amount of any net decrease made in subsequent periods to cash reserves for operating expenditures initially established with respect to such period to the extent such decrease results in a reduction in adjusted operating surplus in subsequent periods.

Adjusted operating surplus is intended to reflect the cash generated from operations during a particular period and therefore excludes net increases in working capital borrowings and net drawdowns of reserves of cash generated in prior periods.

Effect of Removal of Our General Partner on the Subordination Period

If the unitholders remove our general partner other than for cause and units held by our general partner and its affiliates are not voted in favor of such removal:

• the subordination period will end and each subordinated unit will immediately convert into one common unit and will then participate pro rata with the other common units in distributions of available cash;

• any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and

• the incentive distribution rights (initially owned by Höegh LNG) will be converted into cash or common units.

Distributions of Available Cash From Operating Surplus During the Subordination Period

We will make distributions of available cash from operating surplus for any quarter during the subordination period in the following manner:

• first, 100.0% to the common unitholders, pro rata, until we distribute for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter;

• second, 100.0% to the common unitholders, pro rata, until we distribute for each outstanding common unit an amount equal to any arrearages in payment of the minimum quarterly distribution on the common units for any prior quarters during the subordination period;

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• third, 100.0% to the subordinated unitholders, pro rata, until we distribute for each subordinated unit an amount equal to the minimum quarterly distribution for that quarter; and

• thereafter, in the manner described in “—Incentive Distribution Rights” below.

The preceding paragraph is based on the assumption that we do not issue additional classes of equity securities.

Distributions of Available Cash From Operating Surplus After the Subordination Period

We will make distributions of available cash from operating surplus for any quarter after the subordination period in the following manner:

• first, 100.0% to all unitholders, pro rata, until we distribute for each outstanding unit an amount equal to the minimum quarterly distribution for that quarter; and

• thereafter, in the manner described in “—Incentive Distribution Rights” below.

The preceding paragraph is based on the assumption that we do not issue additional classes of equity securities.

General Partner Interest

Our general partner owns a non-economic general partner interest in us, which does not entitle it to receive cash distributions. However, our general partner may in the future own common units or other equity securities in us and will be entitled to receive distributions on any such interests.

Incentive Distribution Rights

Incentive distribution rights represent the right to receive an increasing percentage of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved. Höegh LNG will hold the incentive distribution rights following completion of this offering. The incentive distribution rights may be transferred separately from any other interest, subject to restrictions in our partnership agreement. Except for transfers of incentive distribution rights to an affiliate or another entity as part of a merger or consolidation with or into, or sale of substantially all of the assets to, such entity, the approval of a majority of our common units (excluding common units held by our general partner and its affiliates), voting separately as a class, generally is required for a transfer of the incentive distribution rights to a third party prior to June 30, 2019. Please read “Our Partnership Agreement—Transfer of Incentive Distribution Rights.” Any transfer by Höegh LNG of the incentive distribution rights would not change the percentage allocations of quarterly distributions with respect to such rights.

If for any quarter:

• we have distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; and

• we have distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;

then, we will distribute any additional available cash from operating surplus for that quarter among the unitholders in the following manner:

• first, 100.0% to all unitholders, pro rata, until each unitholder receives a total of $         per unit for that quarter (the “first target distribution”);

• second, 85.0% to all unitholders, pro rata, and 15.0% to the holders of the incentive distribution rights, pro rata, until each unitholder receives a total of $         per unit for that quarter (the “second target distribution”);

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• third, 75.0% to all unitholders, pro rata, and 25.0% to the holders of the incentive distribution rights, pro rata, until each unitholder receives a total of $         per unit for that quarter (the “third target distribution”); and

• thereafter, 50.0% to all unitholders, pro rata, and 50.0% to the holders of the incentive distribution rights, pro rata.

In each case, the amount of the target distribution set forth above is exclusive of any distributions to common unitholders to eliminate any cumulative arrearages in payment of the minimum quarterly distribution. The percentage interests set forth above assume that we do not issue additional classes of equity securities.

Percentage Allocations of Available Cash From Operating Surplus

The following table illustrates the percentage allocations of the additional available cash from operating surplus among the unitholders and the holders of the incentive distribution rights up to the various target distribution levels. The amounts set forth under “Marginal Percentage Interest in Distributions” are the percentage interests of the unitholders and the holders of the incentive distribution rights in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “Total Quarterly Distribution Target Amount,” until available cash from operating surplus we distribute reaches the next target distribution level, if any. The percentage interests shown for the unitholders and the holders of the incentive distribution rights for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution.

	Total Quarterly Distribution Target Amount	Marginal Percentage Interest in Distributions
		Unitholders			Holders of IDRs
Minimum Quarterly Distribution	$		100.0	%		0	%
First Target Distribution	up to $ above $		100.0	%		0	%
Second Target Distribution	up to $ above $		85.0	%		15.0	%
Third Target Distribution	up to $		75.0	%		25.0	%
Thereafter	above $		50.0	%		50.0	%

Höegh LNG’s Right to Reset Incentive Distribution Levels

Höegh LNG, as the initial holder of our incentive distribution rights, has the right under our partnership agreement to elect to relinquish the right of the holders of our incentive distribution rights to receive incentive distribution payments based on the initial cash target distribution levels and to reset, at higher levels, the minimum quarterly distribution amount and cash target distribution levels upon which the incentive distribution payments to Höegh LNG would be set. Höegh LNG’s right to reset the minimum quarterly distribution amount and the cash target distribution levels upon which the incentive distributions payable to Höegh LNG are based may be exercised, without approval of our unitholders or the conflicts committee of our board of directors, at any time when there are no subordinated units outstanding and we have made cash distributions to the holders of the incentive distribution rights at the highest level of incentive distribution for each of the prior four consecutive fiscal quarters. If at the time of any election to reset the minimum quarterly distribution amount and the cash target distribution levels Höegh LNG and its affiliates are not the holders of a majority of the incentive distribution rights, then any such election to reset shall be subject to the prior written concurrence of our board of directors that the conditions described in the immediately preceding sentence have been satisfied. The reset minimum quarterly distribution amount and cash target distribution levels will be higher than the minimum quarterly distribution amount and the cash target distribution levels prior to the reset such that there will be no incentive distributions paid under the reset cash target distribution levels until cash distribution per unit following this event increase as described below. We anticipate that Höegh LNG would exercise this reset right in order to

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facilitate acquisitions or internal growth projects that would otherwise not be sufficiently accretive to cash distribution per common unit, taking into account the existing levels of incentive distribution payments being made to Höegh LNG.

In connection with the resetting of the minimum quarterly distribution amount and the cash target distribution levels and the corresponding relinquishment by Höegh LNG of incentive distribution payments based on the cash target distribution levels prior to the reset, Höegh LNG will be entitled to receive a number of newly issued common units based on a predetermined formula described below that takes into account the “cash parity” value of the average cash distributions related to the incentive distribution rights received by Höegh LNG for the two quarters prior to the reset event as compared to the average cash distribution per common unit during this period.

The number of common units that Höegh LNG would be entitled to receive from us in connection with a resetting of the minimum quarterly distribution amount and the cash target distribution levels then in effect would be equal to (x) the average amount of cash distributions received by Höegh LNG in respect of its incentive distribution rights during the two consecutive fiscal quarters ended immediately prior to the date of such reset election divided by (y) the average of the amount of cash distributed per common unit during each of these two quarters. The issuance of the additional common units will be conditioned upon approval of the listing or admission for trading of such common units by the national securities exchange on which the common units are then listed or admitted for trading.

Following a reset election, the minimum quarterly distribution amount will be reset to the reset minimum quarterly distribution amount and the cash target distribution levels will be reset to be correspondingly higher such that we would distribute all of our available cash from operating surplus for each quarter thereafter as follows:

• first, 100.0% to all unitholders, pro rata, until each unitholder receives an amount equal to 115.0% of the reset minimum quarterly distribution amount for that quarter;

• second, 85.0% to all unitholders, pro rata, and 15.0% to the holders of the incentive distribution rights, pro rata, until each unitholder receives an amount per unit equal to 125.0% of the reset minimum quarterly distribution amount for that quarter;

• third, 75.0% to all unitholders, pro rata, and 25.0% to the holders of the incentive distribution rights, pro rata, until each unitholder receives an amount per unit equal to 150.0% of the reset minimum quarterly distribution amount for that quarter; and

• thereafter, 50.0% to all unitholders, pro rata, and 50.0% to the holders of the incentive distribution rights, pro rata.

The following table illustrates the percentage allocation of available cash from operating surplus between the unitholders and the holders of the incentive distribution rights at various levels of cash distribution levels pursuant to the cash distribution provision of our partnership agreement in effect at the closing of this offering as well as following a hypothetical reset of the minimum quarterly distribution and cash target distribution levels based on the assumption that the average quarterly cash distribution per common unit during the two fiscal quarters immediately preceding the reset election was $        .

	Quarterly Distribution per Unit Prior to Reset	Marginal Percentage Interest in Distribution						Quarterly Distribution per Unit following Hypothetical Reset
		Unitholders			Holders of IDRs
Minimum Quarterly Distribution	$		100.0	%		0	%	$
First Target Distribution	up to $ above $		100.0	%		0	%	up to $ above $	(1)
Second Target Distribution	up to $ above $		85.0	%		15.0	%	up to $ above $	(2)
Third Target Distribution	up to $		75.0	%		25.0	%	up to $	(3)
Thereafter	above $		50.0	%		50.0	%	above $

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(1) This amount is 115.0% of the hypothetical reset minimum quarterly distribution amount.

(2) This amount is 125.0% of the hypothetical reset minimum quarterly distribution amount.

(3) This amount is 150.0% of the hypothetical reset minimum quarterly distribution amount.

The following table illustrates the total amount of available cash from operating surplus that would be distributed to the unitholders and the holders of the incentive distribution rights based on an average of the amounts distributed per quarter for the two quarters immediately prior to the reset. The table assumes that there are common units outstanding and that the average distribution to each common unit is $         for the two quarters prior to the reset. The assumed number of outstanding units assumes the conversion of all subordinated units into common units and no additional unit issuances.

	Quarterly Distribution per Unit Prior to Reset	Common Unitholders Cash Distributions Prior to Reset	Additional Common Units	IDR Holders  Cash Distributions Prior to Reset		Total Distributions
				IDRs	Total
Minimum Quarterly Distribution	$	$		$	$	$
First Target Distribution	$
Second Target Distribution	$
Third Target Distribution	$
Thereafter	$
		$		$	$	$

The following table illustrates the total amount of available cash from operating surplus that would be distributed to the unitholders, the general partner and the holders of the incentive distribution rights with respect to the quarter in which the reset occurs. The table reflects that as a result of the reset there are              common units outstanding and that the average distribution to each common unit is $        . The number of additional common units was calculated by dividing (x) $         as the average of the amounts received by Höegh LNG in respect of its incentive distribution rights for the two quarters prior to the reset as shown in the table above by (y) the $             of available cash from operating surplus distributed to each common unit as the average distributed per common unit for the two quarters prior to the reset.

	Quarterly Distribution per Unit After Reset	Common Unitholders Cash Distributions After Reset	Additional Common Units	IDR Holders  Cash Distributions After Reset		Total Distributions
				IDRs	Total
Minimum Quarterly Distribution	$	$		$	$	$
First Target Distribution	$
Second Target Distribution	$
Third Target Distribution	$
Thereafter	$
		$		$	$	$

Assuming that it continues to hold a majority of our incentive distribution rights, Höegh LNG will be entitled to cause the minimum quarterly distribution amount and the cash target distribution levels to be reset on more than one occasion, provided that it may not make a reset election except at a time when the holders of the incentive distribution rights have received incentive distributions for the prior four consecutive fiscal quarters based on the highest level of incentive distributions that the holders of incentive distribution rights are entitled to receive under our partnership agreement.

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Distributions from Capital Surplus

How Distributions from Capital Surplus Will Be Made

We will make distributions of available cash from capital surplus, if any, in the following manner:

• first, 100.0% to all unitholders, pro rata, until the minimum quarterly distribution is reduced to zero, as described below;

• second, 100.0% to the common unitholders, pro rata, until we distribute for each common unit an amount of available cash from capital surplus equal to any unpaid arrearages in payment of the minimum quarterly distribution on the common units; and

• thereafter, we will make all distributions of available cash from capital surplus as if they were from operating surplus.

The preceding paragraph is based on the assumption that we do not issue additional classes of equity securities.

Effect of a Distribution from Capital Surplus

Our partnership agreement treats a distribution of capital surplus as the repayment of the consideration for the issuance of the units, which is a return of capital. Each time a distribution of capital surplus is made, the minimum quarterly distribution and the cash target distribution levels will be reduced in the same proportion as the distribution had to the fair market value of the common units prior to the announcement of the distribution. Because distributions of capital surplus will reduce the minimum quarterly distribution, after any of these distributions are made, it may be easier for Höegh LNG to receive incentive distributions and for the subordinated units to convert into common units. However, any distribution of capital surplus before the minimum quarterly distribution is reduced to zero cannot be applied to the payment of the minimum quarterly distribution or any arrearages.

Once we reduce the minimum quarterly distribution and the cash target distribution levels to zero, we will then make all future distributions 50.0% to the holders of units and 50.0% to the holders of the incentive distribution rights (initially, Höegh LNG).

Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels

In addition to adjusting the minimum quarterly distribution and cash target distribution levels to reflect a distribution of capital surplus, if we combine our units into fewer units or subdivide our units into a greater number of units, we will proportionately adjust:

• the minimum quarterly distribution;

• the cash target distribution levels; and

• the initial unit price.

For example, if a two-for-one split of the common and subordinated units should occur, the minimum quarterly distribution, the cash target distribution levels and the initial unit price would each be reduced to 50.0% of its initial level. If we combine our common units into a lesser number of units or subdivide our common units into a greater number of units, we will combine our subordinated units or subdivide our subordinated units, using the same ratio applied to the common units. We will not make any adjustment by reason of the issuance of additional units for cash or property.

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Distributions of Cash upon Liquidation

If we dissolve in accordance with our partnership agreement, we will sell or otherwise dispose of our assets in a process called liquidation. We will apply the proceeds of liquidation in the manner set forth below.

If, as of the date three trading days prior to the announcement of the proposed liquidation, the average closing price for our common units for the preceding 20 trading days (or the current market price) is greater than the sum of:

• any arrearages in payment of the minimum quarterly distribution on the common units for any prior quarters during the subordination period; plus

• the initial unit price (less any prior capital surplus distributions and any prior cash distributions made in connection with a partial liquidation);

then the proceeds of the liquidation will be applied as follows:

• first, 100.0% to the common unitholders, pro rata, until we distribute for each outstanding common unit an amount equal to the current market price of our common units;

• second, 100.0% to the subordinated unitholders, pro rata, until we distribute for each subordinated unit an amount equal to the current market price of our common units; and

• thereafter, 50.0% to all unitholders, pro rata, and 50.0% to holders of incentive distribution rights.

If, as of the date three trading days prior to the announcement of the proposed liquidation, the current market price of our common units is equal to or less than the sum of:

• any arrearages in payment of the minimum quarterly distribution on the common units for any prior quarters during the subordination period; plus

• the initial unit price (less any prior capital surplus distributions and any prior cash distributions made in connection with a partial liquidation);

then the proceeds of the liquidation will be applied as follows:

• first, 100.0% to the common unitholders, pro rata, until we distribute for each outstanding common unit an amount equal to the initial unit price (less any prior capital surplus distributions and any prior cash distributions made in connection with a partial liquidation);

• second, 100.0% to the common unitholders, pro rata, until we distribute for each outstanding common unit an amount equal to any arrearages in payment of the minimum quarterly distribution on the common units for any prior quarters during the subordination period;

• third, 100.0% to the subordinated unitholders, pro rata, until we distribute for each outstanding subordinated unit an amount equal to the initial unit price (less any prior capital surplus distributions and any prior cash distributions made in connection with a partial liquidation); and

• thereafter, 50.0% to all unitholders, pro rata, and 50.0% to holders of incentive distribution rights.

The immediately preceding paragraph is based on the assumption that we do not issue additional classes of equity securities.

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SELECTED HISTORICAL FINANCIAL AND OPERATING DATA

The following table presents selected historical financial and operating data of (i) Höegh Lampung, (ii) PT Hoegh (the owner of the PGN FSRU Lampung and the Mooring), (iii) interests in SRV Joint Gas Ltd. (the joint venture owning the GDF Suez Neptune) and (iv) interests in SRV Joint Gas Two Ltd. (the joint venture owning the GDF Suez Cape Ann). The transfer of the entities and the joint venture interests will be recorded at Höegh LNG’s consolidated book values. Höegh Lampung and PT Hoegh and our 50% interests in SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd. are, collectively, referred to herein as our predecessor. Two of the vessels in our initial fleet (the GDF Suez Neptune and the GDF Suez Cape Ann) are owned by our joint ventures, each of which is owned 50% by us. Under applicable accounting rules, we do not consolidate the financial results of these two joint ventures into our predecessor’s financial results. Our predecessor accounts for its 50% equity interests in these two joint ventures as equity method investments in its combined carve-out financial statements. We derive cash flows from the operations of these two joint ventures from principal and interest payments on our shareholder loans to our joint ventures.

We have two segments, which are the “Majority Held FSRUs” and the “Joint Venture FSRUs.” As of March 31, 2014 and December 31, 2013 and 2012, Majority Held FSRUs included the PGN FSRU Lampung and construction contract revenue and expenses of the Mooring under construction. The Mooring will be sold to the charterer of the PGN FSRU Lampung. As of March 31, 2014 and December 31, 2013 and 2012, Joint Venture FSRUs included two 50%-owned FSRUs, the GDF Suez Neptune and the GDF Suez Cape Ann. We measure our segment profit based on segment EBITDA. Segment EBITDA is reconciled to operating income and net income for each segment in the segment table below. The accounting policies applied to the segments are the same as those applied in the historical combined carve-out financial statements, except that Joint Venture FSRUs are presented under the proportional consolidation method for the segment reporting and under the equity method in our predecessor’s historical combined carve-out financial statements. Under the proportional consolidation method, 50% of the Joint Venture FSRUs’ revenues, expenses and assets are reflected in the segment reporting. Management monitors the results of operations of our joint ventures under the proportional consolidation method and not the equity method.

You should read the following selected financial and operating data in conjunction with “Presentation of Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” as well as the historical combined carve-out financial statements of our predecessor, the historical combined financial statements of the two joint ventures that own the GDF Suez Neptune and the GDF Suez Cape Ann and the related notes thereto included elsewhere in this prospectus. The financial information included in this prospectus may not be indicative of our future results of operations, financial condition and cash flows.

Set forth below is selected historical financial data of our predecessor and selected historical financial data for our Joint Venture FSRUs segment as of March 31, 2014 and for the three months ended March 31, 2014 and 2013 and as of and for the years ended December 31, 2013 and 2012. The selected historical financial data as of and for the years ended December 31, 2013 and 2012 have been derived from the audited historical combined carve-out financial statements of our predecessor prepared in accordance with U.S. GAAP included elsewhere in this prospectus. The selected historical financial data as of March 31, 2014 and for the three months ended March 31, 2014 and 2013 have been derived from the unaudited historical condensed interim combined carve-out financial statements of our predecessor prepared in accordance with U.S. GAAP included elsewhere in this prospectus.

Our predecessor’s consolidated results of operations for the three months ended March 31, 2014 and 2013 and the years ended December 31, 2013 and December 31, 2012 reflect investments made in the PGN FSRU Lampung during the period of her construction, including the construction of the Mooring on behalf of PGN. However, such results do not reflect the operations of the PGN FSRU Lampung, as her time charter is expected to start in July 2014.

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	Predecessor Historical
	Year Ended December  31,						Three Months Ended March 31,
(in thousands of U.S. Dollars, except fleet data)	2012			2013			2013			2014
Statement of Income Data:
Construction contract revenue	$	5,512		$	50,362		$	8,638		$	29,127
Other revenue		—			511			—			—
Total revenues		5,512			50,873			8,638			29,127
Construction contract expenses		(5,512	)		(43,272	)		(8,638	)		(24,661	)
Administrative expenses		(3,185	)		(8,043	)		(1,325	)		(4,148	)
Depreciation and amortization		—			(8	)		—			(8	)
Total operating expenses		(8,697	)		(51,323	)		(9,963	)		(28,817	)
Equity in earnings of joint ventures		5,007			40,228			8,916			(1,671	)
Operating income		1,822			39,778			7,591			(1,361	)
Interest income		2,481			2,122			554			466
Interest expense		(114	)		(352	)		(12	)		(81	)
Other items, net		(1	)		(1,021	)		—			(380	)
Income before tax		4,188			40,527			8,133			(1,356	)
Income tax expense		—			—			—			(408	)
Net income	$	4,188		$	40,527		$	8,133		$	(1,764	)
Balance Sheet Data (at end of period):
Assets:
Cash and cash equivalents	$	100		$	108					$	4,957
Restricted cash		10,700			10,700						—
Newbuilding		86,067			122,517						126,165
Advance to joint ventures		28,671			24,510						22,944
Total assets		135,125			226,730						261,855
Liabilities and Equity:
Accumulated losses of joint ventures		94,528			54,300						55,971
Amount, loans and promissory notes due to owners and affiliates		91,585			208,637						52,578
Owner’s equity		(53,229	)		(48,035	)					39,333
Total liabilities and equity		135,125			226,730						261,855
Cash Flow Data:
Net cash used by operating activities	$	(7,635	)	$	(42,083	)	$	(4,547	)	$	(18,696	)
Net cash used in investing activities		(61,709	)		(30,726	)		(25,952	)		10,279
Net cash provided by financing activities		69,444			72,817			30,499			13,266
Fleet Data:
Number of vessels(1)		2			2			2			2
Average age (in years)		2.9			3.9			3.1			4.1
Average charter length remaining excluding options (in years)		17.1			16.1			16.9			15.9
Average charter length remaining including options (in years)		27.1			26.1			26.9			25.9
Average off-hire days per vessel		0			0			0			0
Other Financial Data:
Segment EBITDA(2)	$	29,239		$	31,905		$	6,668		$	8,422
Capital expenditures:
Expenditures for vessels and equipment		58,138			36,450						3,648

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	Predecessor Historical
	Year Ended December  31,				Three Months Ended March 31,
(in thousands of U.S. Dollars)	2012		2013		2013		2014
Selected Segment Data:
Joint Venture FSRUs (proportional consolidation)(3)
Segment Statement of Income Data:
Time charter revenues	$	41,076	$	41,110	$	10,004	$	10,249
Segment EBITDA(2)		32,424		32,347		7,993		8,104
Operating income		23,364		23,294		5,733		5,819
Segment Balance Sheet Data (at end of period):
Vessels, net of accumulated depreciation	$	294,993	$	286,460			$	284,762
Total assets		315,566		307,335				305,013
Segment Capital Expenditures:
Expenditures for vessels and equipment	$	1,435	$	522			$	587
Expenditures for drydocking		722		—				—

(1) Includes vessels in our joint ventures but does not include the PGN FSRU Lampung, which will begin operations in July 2014.

(2) Please read “Non-GAAP Financial Measures” below.

(3) Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Results of Operations—Predecessor—Year Ended December 31, 2012 Compared with the Year Ended December 31, 2013—Segments” and “Predecessor—Three Months Ended March 31, 2013 Compared with the Three Months Ended March 31, 2014—Segments” for information on the basis of presentation of the Joint Venture FSRUs segment.

Non-GAAP Financial Measures

Segment EBITDA and Adjusted EBITDA.    EBITDA is defined as earnings before interest, depreciation and amortization and taxes. Segment EBITDA is defined as earnings before interest, depreciation and amortization, taxes and other financial items. Other financial items consist of gains and losses on derivative instruments and other items, net (including foreign exchange gains and losses and withholding tax on interest expenses). Adjusted EBITDA is defined as earnings before interest, depreciation and amortization, taxes, other financial items and cash collections on direct financial lease investments. Cash collections on direct finance lease investments consist of the difference between the payments under the time charter and the revenues recognized as a financial lease (representing the repayment of the principal recorded as a receivable). Segment EBITDA and Adjusted EBITDA are used as supplemental financial measures by management and external users of financial statements, such as our lenders, to assess our financial and operating performance. We believe that Segment EBITDA assists our management and investors by increasing the comparability of our performance from period to period and against the performance of other companies in our industry that provide Segment EBITDA information. This increased comparability is achieved by excluding the potentially disparate effects between periods or companies of interest, other financial items, depreciation and amortization and taxes, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect net income between periods. We believe that including Segment EBITDA as a financial and operating measure benefits investors in (a) selecting between investing in us and other investment alternatives and (b) monitoring our ongoing financial and operational strength in assessing whether to continue to hold common units. We believe Adjusted EBITDA benefits investors in comparing our results to other investment alternatives that account for time charters as operating leases rather than financial leases.

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Segment EBITDA and Adjusted EBITDA should not be considered alternatives to net income, operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. Segment EBITDA and Adjusted EBITDA exclude some, but not all, items that affect net income, and these measures may vary among other companies. Therefore, Segment EBITDA and Adjusted EBITDA as presented below may not be comparable to similarly titled measures of other companies. The following tables reconcile Segment EBITDA and Adjusted EBITDA for each of the segments and our predecessor as a whole (combined carve-out reporting) to net income (loss), the comparable U.S. GAAP financial measure, for the periods presented:

	Predecessor Historical
	Year ended December 31, 2013
	Majority Held FSRUs		Joint Venture FSRUs (Proportional Consolidation)			Other			Total Segment Reporting			Combined Carve-out Reporting
(in thousands of U.S. Dollars)
Reconciliation to net income (loss)
Net income (loss)	$	1,730	$	40,228		$	(1,431	)	$	40,527		$	40,527
Interest income		—		—			(2,122	)		(2,122	)		(2,122	)
Interest expense		352		18,085						18,437			352
Depreciation and amortization		8		9,053						9,061			8
Income tax (benefit) expense		—		—			—			—			—
Equity in earnings of joint ventures: Interest (income) expense, net		—		—			—			—			18,085
Equity in earnings of joint ventures: Depreciation and amortization		—		—			—			—			9,053
Other financial items(1)		1,021		(35,019	)		—			(33,998	)		1,021
Equity in earnings of joint ventures: Other financial items(1)		—		—			—			—			(35,019	)
Segment EBITDA	$	3,111	$	32,347		$	(3,553	)	$	31,905		$	31,905

	Predecessor Historical
	Year ended December 31, 2012
	Majority Held FSRUs			Joint Venture FSRUs (Proportional Consolidation)			Other			Total Segment Reporting			Combined Carve-out Reporting
(in thousands of U.S. Dollars)
Reconciliation to net income (loss)
Net income (loss)	$	(2,487	)	$	5,007		$	1,668		$	4,188		$	4,188
Interest income		—			(1	)		(2,481	)		(2,482	)		(2,481	)
Interest expense		114			19,033			—			19,147			114
Depreciation and amortization					9,060						9,060			—
Income tax (benefit) expense		—			—			—			—			—
Equity in earnings of joint ventures: Interest (income) expense, net		—			—			—			—			19,033
Equity in earnings of joint ventures: Depreciation and amortization		—			—			—			—			9,060
Other financial items(1)		1			(675	)		—			(674	)		1
Equity in earnings of joint ventures: Other financial items(1)		—			—			—			—			(675	)
Segment EBITDA	$	(2,372	)	$	32,424		$	(813	)	$	29,239		$	29,239

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	Predecessor Historical
	Three months ended March 31, 2014
	Majority Held FSRUs		Joint Venture FSRUs (Proportional Consolidation)			Other			Total Segment Reporting			Combined Carve-out Reporting
(in thousands of U.S. Dollars)
Reconciliation to net income (loss)
Net income (loss)	$	2,258	$	(1,671	)	$	(2,351	)	$	(1,764	)	$	(1,764	)
Interest income		—		—			(466	)		(466	)		(466	)
Interest expense		81		4,319			—			4,400			81
Depreciation and amortization		8		2,285			—			2,293			8
Income tax (benefit) expense		408		—			—			408			408
Equity in earnings of joint ventures: Interest (income) expense, net		—		—			—			—			4,319
Equity in earnings of joint ventures: Depreciation and amortization		—		—			—			—			2,285
Other financial items(1)		380		3,171			—			3,551			380
Equity in earnings of joint ventures: Other financial items(1)		—		—			—			—			3,171
Segment EBITDA	$	3,135	$	8,104		$	(2,817	)	$	8,422		$	8,422

	Predecessor Historical
	Three months ended March 31, 2013
	Majority Held FSRUs			Joint Venture FSRUs (Proportional Consolidation)			Other			Total Segment Reporting			Combined Carve-out Reporting
(in thousands of U.S. Dollars)
Reconciliation to net income (loss)
Net income (loss)	$	(962	)	$	8,916		$	179		$	8,133		$	8,133
Interest income		—			—			(554	)		(554	)		(554	)
Interest expense		12			4,542			—			4,554			12
Depreciation and amortization		—			2,260			—			2,260			—
Income tax (benefit) expense		—			—			—			—			—
Equity in earnings of joint ventures: Interest (income) expense, net		—			—			—			—			4,542
Equity in earnings of joint ventures: Depreciation and amortization		—			—			—			—			2,260
Other financial items(1)		—			(7,725	)		—			(7,725	)		—
Equity in earnings of joint ventures: Other financial items(1)		—			—			—			—			(7,725	)
Segment EBITDA	$	(950	)	$	7,993		$	(375	)	$	6,668		$	6,668

(1) Other financial items consist of gains and losses on derivative instruments and other items, net including foreign exchange gains or losses and withholding tax on interest expense.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with the historical combined carve-out financial statements and related notes of Höegh LNG Partners LP Predecessor and the combined financial statements and related notes of our joint ventures owning the GDF Suez Neptune and the GDF Suez Cape Ann, each included elsewhere in this prospectus. Among other things, those financial statements include more detailed information regarding the basis of presentation for the following information.

Our predecessor’s combined carve-out financial statements include the historical financial data of (1) Höegh Lampung, (2) PT Hoegh (the owner of the PGN FSRU Lampung and the Mooring), (3) SRV Joint Gas Ltd. (the joint venture owning the GDF Suez Neptune) and (4) SRV Joint Gas Two Ltd. (the joint venture owning the GDF Suez Cape Ann). The transfer of the interests will be recorded at Höegh LNG’s consolidated book values. Our predecessor accounts for its equity interests in our joint ventures owning the GDF Suez Neptune and the GDF Suez Cape Ann as equity method investments in its historical combined carve-out financial statements. Rule 3-09 of Regulation S-X requires separate financial statements of 50% or less owned persons accounted for under the equity method by a registrant such as us if either the income or the investment test in Rule 1-02(w) of Regulation S-X exceeds 20%. Furthermore, Rule 3-09(c) of Regulation S-X provides for the combination of Rule 3-09 financial statements if the underlying investments are under common management. In such scenarios, the significance of investments under Rule 1-02(w) of Regulation S-X is to be measured on a combined basis. We have determined that common management exists among our joint ventures owning the GDF Suez Neptune and the GDF Suez Cape Ann, which exceed the 20% significance tests of Rule 3-09. Accordingly, we present financial information that has been derived from the audited combined financial statements as of and for the years ended December 31, 2013 and 2012 for our joint ventures owning the GDF Suez Neptune and the GDF Suez Cape Ann, along with the historical combined carve-out financial statements of our predecessor. Such financial statements, including related notes thereto, have been prepared in accordance with U.S. GAAP and are presented in U.S. Dollars.

Some of the information contained in this discussion includes forward-looking statements based on assumptions about our future business. Our actual results could differ materially from those contained in those forward-looking statements. Please read “Forward-Looking Statements” for more information. You should also review the “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by those forward-looking statements.

The following discussion assumes that our business was operated as a separate entity prior to its inception. The historical combined carve-out financial statements have been carved out of the consolidated financial statements of Höegh LNG, which owned our interests in Höegh Lampung, PT Hoegh (the owner of the PGN FSRU Lampung and the Mooring) and our joint ventures during the periods presented. Höegh LNG’s assets, liabilities, revenues and expenses that do not relate to Höegh Lampung and PT Hoegh, our joint venture interests and other assets and liabilities acquired or to be acquired by us are not included in our predecessor’s financial statements. Our financial position, results of operations and cash flows reflected in the historical combined carve-out financial statements include all expenses allocable to our business, but may not be indicative of those that would have been achieved had we operated as a separate public entity for all periods presented or of future results. The following financial information has been derived from the historical combined carve-out financial statements and accounting records of our predecessor and our joint ventures and reflects significant assumptions and allocations.

Overview

We are a growth-oriented limited partnership formed by Höegh LNG, a leading floating LNG service provider, to own, operate and acquire FSRUs, LNG carriers and other LNG infrastructure assets under long-term charters, which we define as charters of five or more years. At the closing of this offering, interests in our initial fleet of FSRUs will be contributed to us by Höegh LNG. Upon completion of this offering, Höegh LNG will own our general partner, all of our incentive distribution rights and a     % limited partner interest in us.

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We intend to grow our business in the FSRU, LNG carrier and LNG infrastructure market through acquisitions from Höegh LNG and third parties. We also believe we can grow organically by continuing to provide reliable service to our customers and leveraging Höegh LNG’s relationships, expertise and reputation.

Our Fleet

Upon the closing of this offering, our initial fleet will consist of interests in the following vessels:

• a 50% interest in the GDF Suez Neptune, an FSRU built in 2009 that is currently operating under a time charter with GDF Suez, a subsidiary of GDF Suez S.A., a French publicly listed, government-backed, electric utility company, and the leading LNG importer in Europe in 2012, that expires in 2029, with an option to extend for up to two additional periods of five years each;

• a 50% interest in the GDF Suez Cape Ann, an FSRU built in 2010 that is currently operating under a time charter with GDF Suez that expires in 2030, with an option to extend for up to two additional periods of five years each; and

• a 100% economic interest in the PGN FSRU Lampung, an FSRU built in 2014 that is expected to commence operations in July 2014 under a time charter with PGN, a subsidiary of an Indonesian publicly listed, government-controlled, gas and energy company that constructs gas pipelines and infrastructure and distributes and transmits natural gas to industrial, commercial and household users, that expires in 2034, with options to extend either for an additional 10 years or for up to two additional periods of five years each.

For a description of our joint ventures and the related joint venture agreements, please read “Our Joint Ventures and Joint Venture Agreements.”

Pursuant to the omnibus agreement we will enter into with Höegh LNG, our general partner, and our operating company at the closing of this offering, we will have a right to purchase from Höegh LNG any FSRU or LNG carrier operating under a charter of five or more years.

Also pursuant to the omnibus agreement, we will have the right to purchase from Höegh LNG all or a portion of its interests in an additional newbuilding FSRU, the Independence, within 24 months after acceptance of such vessel by her charterer, subject to reaching an agreement with Höegh LNG regarding the purchase price and other terms in accordance with the provisions of the omnibus agreement, and any rights ABKN has under the related time charter. We may exercise this option at one or more times during such 24-month period. In addition, we expect that Höegh LNG will secure a charter of five or more years for two additional newbuilding FSRUs, the Höegh Gallant and Hull no. 2551. In such event, we will have the right to purchase the Höegh Gallant and Hull no. 2551 from Höegh LNG pursuant to the omnibus agreement.

Our Charters

We and our joint ventures generate revenues by chartering the vessels in our initial fleet under long-term time charters. As of March 31, 2014, the average remaining term of the time charters for the vessels in our initial fleet was approximately 17 years, excluding the exercise of any options, and 27 years, including the exercise of all options.

Generally, under our existing charters, the rate charged for the services of each vessel, which we call the “hire rate,” is paid monthly in advance. Under the time charters, hire payments may be reduced if the vessel does not perform to certain of her specifications, such as if the average vessel speed falls below a guaranteed speed or the amount of fuel consumed to power the vessel under normal circumstances exceeds a guaranteed amount.

Moreover, when a vessel is “off-hire”—or not available for service—the customer generally is not required to pay any hire rate, and the vessel owner is responsible for all costs. Prolonged off-hire may lead to termination of the time charter.

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Under the time charters for the GDF Suez Neptune and the GDF Suez Cape Ann, the hire rate includes the following three cost components:

• Fixed Element.    The fixed element is a fixed per day fee providing for ownership costs and all remuneration due to the vessel owner for use of the vessel and the provision of time charter services.

• Variable (Operating Cost) Element.    The variable (operating cost) element is a fixed per day fee providing for the operating costs of the vessel, which consists of (i) a cost pass-through sub-element, which covers the crew, insurance, consumables, miscellaneous services, spares and damage deductible costs and is subject to annual adjustment and (ii) an indexed sub-element, which covers management and is subject to annual adjustment for changes in labor costs and the size of the fleet under management.

• Optional (Capitalized Equipment Cost) Element.    The optional (capitalized equipment cost) element consists of (i) costs associated with modifications to, changes in specifications of, structural changes in or new equipment for the vessel that become compulsory for the continued operation of the vessel by reason of new class requirements or national or international regulations coming into effect after the date of the time charter, subject to specified caps and (ii) costs associated with any new equipment or machinery that the owner and charterer have agreed should be capitalized. Such costs are distributed over the remaining term of the time charter.

Under the GDF Suez Neptune and GDF Suez Cape Ann time charters, a vessel generally will be deemed off-hire if she is not available for the charterer’s use for a specific amount of time due to, among other things:

• failure of an inspection that prevents the vessel from performing normal commercial operations;

• scheduled drydocking that exceeds allowances;

• the vessel’s inability to discharge regasified LNG at normal performance;

• requisition of the vessel; or

• the vessel owner’s failure to maintain the vessel in compliance with her specifications and contractual standards or to provide the required crew.

The hire rate under the PGN FSRU Lampung time charter consists of the following three cost components:

• Capital Element.    The capital element is a fixed per day fee, which is intended to cover remuneration due to the vessel owner for use of the vessel and the provision of time charter services.

• Operating and Maintenance Element.    The operating and maintenance element is a fixed per day fee, subject to annual adjustment, which is intended to cover the operating costs of the vessel, including manning costs, maintenance and repair costs, consumables and stores costs, insurance costs, management and operational costs, miscellaneous costs and alterations not required by Det Norske Veritas GL to maintain class or the IMO.

• Tax Element.    The tax element is a fixed per day fee, equal to the vessel owner’s reasonable estimate of the tax liability for that charter year divided by the number of days in such charter year. If the vessel owner receives a tax refund or credit, the vessel owner will pay such amount to the charterer. Similarly, if any audit required by the time charter reveals that the vessel owner’s reasonable estimate of the tax liability varied from the actual tax liability, the vessel owner or the charterer, as applicable, will pay to the other party the difference in such amount.

Under the PGN FSRU Lampung time charter, the vessel generally will be deemed off-hire if she is not available for the charterer’s use for a specified amount of time due to, among other things:

• drydocking that exceeds allowances;

• the vessel failing to satisfy specified operational minimum requirements, except as a result of a Lampung Charterer Risk Event (as defined under “Business—Vessel Time Charters—PGN FSRU Lampung Time Charter—Performance Standards”) or an event of force majeure; or

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• the vessel owner’s failure to satisfy the management warranties described under “Business—Vessel Time Charters—PGN FSRU Lampung Time Charter—Performance Standards.”

For more information on our time charters, please read “Business—Vessel Time Charters.”

Impact of Our Interests in Joint Ventures on Our Predecessor’s Financial Information

Two of the three vessels in our initial fleet are owned by our joint ventures, each of which is owned 50% by us. Please read “Our Joint Ventures and Joint Venture Agreements.” Under applicable accounting guidance, we do not consolidate the financial results of our joint ventures into our predecessor’s financial results, but we record our joint venture results using the equity method of accounting. The following provides a description of the impact of our interests in our joint ventures on select components of our predecessor’s statements of income in its historical combined carve-out financial statements.

• Equity in Earnings of Joint Ventures.    Consists of our predecessor’s 50% share of the combined net income of our joint ventures. The net income of our joint ventures gives effect to interest expense associated with payments on the shareholder loans to the owners of our joint ventures as described below. Equity in earnings of joint ventures also includes the unrealized gains or losses on adjusting the interest rate swap contracts to fair value in each period, which can result in significant volatility between years. For the three months ended March 31, 2014 and 2013 and for the years ended December 31, 2013 and 2012, there was no income tax expense for our joint ventures. The equity in earnings of joint ventures is a “one line” consolidation of the results of our joint ventures. Therefore, our joint venture’s revenues and expenses are not included in other lines of the historical combined carve-out income statement.

• Financial Income.    Interest income represents our predecessor’s share of interest income accrued on the advances to our joint ventures (shareholder loans). The shareholder loans were originally issued by Höegh LNG to our joint ventures and will be transferred to our operating company in connection with this offering. For a description of the shareholder loans, please read “—Liquidity and Capital Resources—Borrowing Activities—Joint Ventures Debt—Loans Due to Owners (Shareholder Loans).”

The following provides a description of the impact of our interests in our joint ventures on select components of our predecessor’s balance sheets in its historical combined carve-out financial statements.

• Investment in and Advances to Joint Ventures.    Represents our predecessor’s share of the net liabilities of our joint ventures and the advances to our joint ventures (shareholder loans). Our joint ventures entered into interest rate swap contracts, which historically have had unrealized mark-to-market losses on the interest rate swap contracts recorded as derivative financial instrument liabilities on the combined balance sheets. As a result, the liabilities exceed the assets for our joint ventures’ combined balance sheets and result in us having a net liability balance for our investment in our joint ventures. Please read note 14 to our predecessor’s audited historical combined carve-out financial statements and note 11 to our predecessor’s unaudited historical combined carve-out financial statements. The investment in and advance to our joint ventures is a “one line” consolidation of the balance sheet of our joint ventures. Therefore, our joint ventures’ assets and liabilities are not included in other lines of the historical combined carve-out balance sheet.

We derive cash flows from the operations of our joint ventures from interest and principal payments on our share of the shareholder loans issued to such joint ventures. Under the terms of the shareholders’ agreement, the payments are prioritized over any dividend payment to the owners. Our joint ventures have not paid any dividends to date. The payments of principal and interest are made based upon available cash after servicing our joint ventures’ long-term bank debt. Therefore, the payments of interest have historically been less than interest income accrued for the period. The following provides a description of the impacts of our interests in our joint ventures on select components of our predecessor’s statement of cash flows in its historical combined carve-out financial statements:

• Cash Flows Provided/(Used) by Operating Activities.    Receipt of cash payments for interest income on the shareholder loans is reflected in cash flows provided/(used) by operating activities. For the years

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ended December 31, 2013 and 2012, such payments amounted to $0.7 million and $0.9 million, respectively. For the three months ended March 31, 2014 and 2013, such payments amounted to $0.2 million and $nil, respectively. Equity in earnings of joint ventures is excluded from cash flows provided/(used) by operating activities as a non-cash item. All other cash flows provided/(used) by operating activities relate to other activities of our predecessor.

• Cash Flows Used in Investing Activities.    Receipts from repayment of principal of advances to joint ventures represent principal repayments paid by our joint ventures to our predecessor on its shareholder loans. For the years ended December 31, 2013 and 2012, such payments amounted to $5.5 million and $6.0 million, respectively. For the three months ended March 31, 2014 and 2013, such payments amounted to $1.9 million and $1.7 million, respectively. All other cash flows used in investing activities relate to other predecessor activities.

Please read the historical combined carve-out financial statements of our predecessor and the combined financial statements of our joint ventures included elsewhere in this prospectus for more detailed information.

Historical Employment of Our Fleet

The following table describes the operations of the vessels in our fleet during the periods for which historical results for Höegh LNG Partners LP Predecessor are presented.

Vessel	Description of Historical Operations
GDF Suez Neptune	Delivered in November 2009. Has operated under a long-term time charter with GDF Suez, which commenced on delivery.
GDF Suez Cape Ann	Delivered in June 2010. Has operated under a long-term time charter with GDF Suez, which commenced on delivery.
PGN FSRU Lampung	Delivered in April 2014.

Items You Should Consider When Evaluating Our Historical Financial Performance and Assessing Our Future Prospects

You should consider the following facts when evaluating our historical results of operations and assessing our future prospects:

• The size of our fleet continues to change.    Our historical results of operations reflect changes in the size and composition of our fleet due to certain vessel deliveries. For example, the PGN FSRU Lampung was delivered from the shipyard in April 2014 and is scheduled to commence operations in July 2014 and, as such, has not had any historical operations. In addition, pursuant to the omnibus agreement, we will have the right to purchase from Höegh LNG any FSRU or LNG carrier operating under a charter of five or more years, and we will have the right to purchase from Höegh LNG all or a portion of its interests in an additional newbuilding FSRU, the Independence, if her purchase price is agreed upon in accordance with the provisions of the omnibus agreement. Furthermore, we may grow through the acquisition in the future of additional vessels as part of our growth strategy.

• Upon delivery of the PGN FSRU Lampung, we will not own the Mooring and will not have construction contract revenue and expenses.    Our historical results of operations include revenues and expenses related to the construction of the Mooring, an offshore installation that will be used to moor the PGN FSRU Lampung. Upon delivery of the PGN FSRU Lampung to her charterer and completion of the construction of the Mooring, the Mooring will be sold to the charterer. We do not expect to engage in the construction of moorings in the next few years. Typically, Höegh LNG would deliver mooring solutions for FSRUs we acquire under the omnibus agreement. However, when time charters expire on existing vessels or if we acquire vessels from third parties, we may offer construction of moorings to new charterers.

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• Upon completion of this offering, we will have increased interest income.    Concurrently with the closing of this offering, we will lend up to $140 million to Höegh LNG in exchange for a note bearing interest at a rate of 5.88% per annum, which is repayable on demand or which we can elect to utilize as part of the purchase consideration in the event we purchase all or a portion of Höegh LNG’s interests in the Independence. Interest income attributable to the note is not included in our predecessor’s historical financial statements but will be included in our financial statements in the future.

• Our historical results of operations are affected by significant gains and losses relating to derivative transactions.    Our historical results of operations reflect significant gains and losses relating to interest rate swap contracts that impact our equity in earnings for our joint ventures and were entered into by our joint ventures. We may enter into (i) interest rate swap contracts to economically hedge all or a portion of our exposure to floating interest rates and (ii) foreign currency swap contracts to economically hedge risk from foreign currency fluctuations. On March 17, 2014, we entered into interest rate swap contracts related to the Lampung facility (as defined below). For a discussion of the Lampung facility, please read “Liquidity and Capital Resources—Borrowing Activities—$299 Million Lampung Facility.”

• Our historical results of operations reflect allocated administrative costs that may not be indicative of future administrative costs.    The administrative costs included in our predecessor’s historical results of operations have been determined by allocating certain of Höegh LNG’s administrative costs, after deducting costs directly charged to Höegh LNG’s subsidiaries for services provided by the administrative staff, to us principally based on the size of our fleet (including newbuildings) in relation to the size of Höegh LNG’s fleet (including newbuildings). These allocated costs may not be indicative of our future administrative costs. In connection with this offering, we and our operating company will enter into an administrative services agreement with Höegh UK, pursuant to which Höegh UK will provide us and our operating company with certain administrative services. Höegh UK will be permitted to subcontract certain of the administrative services provided under this agreement to Höegh Norway. We will reimburse Höegh UK, and Höegh UK will reimburse Höegh Norway, for its reasonable costs and expenses incurred in connection with the provision of the services under such Administrative Services Agreements. In addition, Höegh UK will pay to Höegh Norway a service fee in U.S. Dollars equal to 5.0% of the costs and expenses incurred in connection with providing services.

• We will incur additional general and administrative expense as a publicly traded limited partnership.    We expect we will incur approximately $3.0 million in additional general and administrative expenses as a publicly traded limited partnership that we have not previously incurred, including costs associated with annual reports to unitholders, investor relations, registrar and transfer agent fees, audit fees, legal fees, incremental director and officer liability insurance costs and directors’ compensation.

• Our future results of operation will be affected by accounting for the PGN FSRU Lampung time charter as a direct financing lease.    When the PGN FSRU Lampung begins operating under her charter, we will record a receivable (called a net investment in direct financing lease) and remove the PGN FSRU Lampung from our balance sheet. The lease element of time charter payments under the PGN FSRU Lampung time charter will be split between revenues and the repayment of part of the receivable. The revenues will be recorded using the effective interest method, which will provide for a constant rate of return on the net investment. As a result, the revenues will decline over time as more of the time charter payments are treated as a repayment of the receivable. However, the cash flows from the PGN FSRU Lampung will not be impacted by the accounting treatment. In addition, since the PGN FSRU Lampung is removed from the balance sheet, there is no charge for depreciation expense.

Factors Affecting Our Results of Operations

We believe the principal factors that will affect our future results of operations include:

• the number of vessels in our fleet;

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• our ability to successfully employ our vessels at economically attractive hire rates as long-term charters expire or are otherwise terminated;

• our ability to maintain strong relationships with our existing customers and to increase the number of customer relationships;

• our ability to acquire additional vessels, including the Independence;

• the levels of demand for FSRU, LNG carrier services and other LNG infrastructure;

• the hire rate earned by our vessels, unscheduled off-hire days and the level of our vessel operating expenses;

• the effective and efficient technical and maritime management and crewing of our vessels;

• economic, regulatory, political and governmental conditions that affect the floating LNG industry;

• interest rate changes;

• mark-to-market changes in interest rate swap contracts and foreign currency swap contracts, if any;

• foreign currency exchange gains and losses;

• our access to capital required to acquire additional vessels and/or to implement our business strategy;

• increases in crewing and insurance costs;

• the level of debt and the related interest expense; and

• the level of any distribution on our common units.

Please read “Risk Factors” for a discussion of certain risks inherent in our business.

Important Financial and Operational Terms and Concepts

We use a variety of financial and operational terms and concepts when analyzing our and our joint ventures’ performance. These include the following:

Time Charter Revenues.    Revenues include fees for the right to use FSRUs for a stated period of time that meet the criteria for lease accounting, in addition to providing a time charter service element. Time charter revenues consist of charter hire payments under time charters, fees for providing time charter services, fees for reimbursement for actual vessel operating expenses and drydocking costs borne by the charterer on a pass-through basis, as well as fees for the reimbursement of certain vessel modifications or other costs borne by the charterer. The lease element of time charters that are accounted for as operating leases and any upfront payments for amounts reimbursed by the charterer are recognized on a straight-line basis over the term of the charter. The lease element of time charters that are accounted for as direct financing leases is recognized over the charter term using the effective interest rate method and is included in time charter revenues. The PGN FSRU Lampung time charter will be accounted for as a financial lease. Under a direct financing lease, we record a receivable (called a net investment in direct financing lease) and remove the related FSRU from our balance sheet. The lease element of time charter payments is split between revenues and the repayment of part of the receivable. The revenues are recorded so there is a constant rate of return on the net investment. As a result, the revenue shows a declining profile over time as more of the time charter payments are treated as a repayment of the receivable. However, the cash flows from time charters are not impacted by the accounting treatment. In addition, since the FSRU is removed from the balance sheet, there is no charge for depreciation expense. Revenues for the lease element of time charters are not recognized for days the FSRUs are off-hire.

Fees for providing time charter services and reimbursements for actual vessel operating expenses are recognized as revenues as services are performed. Revenues for the time charter services element are not recognized for days that the FSRUs are off-hire. Upfront payments of fees for reimbursement of drydocking costs

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are recognized on a straight-line basis over the period to the next drydocking. Under time charters, revenue is not recognized during days a vessel is off-hire. Under time charters, we are responsible for providing the crewing and other services related to the vessel’s operations, the cost of which is included in the daily hire rate, except when off-hire. Revenues are affected by hire rates and the number of days a vessel operates.

Voyage Expenses.    Under our time charters, the charterer typically pays the voyage expenses. We, as vessel owner, are responsible for any voyage expenses incurred during periods of off-hire under the time charter. However, we do not expect any voyage expenses incurred during periods of off-hire to be substantial and therefore, our forecast assumes that we will not incur any voyage expenses during the forecast period.

Vessel Operating Expenses.    Vessel operating expenses include crewing, repairs and maintenance, insurance, stores, lube oil, communication expenses and management fees. Vessel operating expenses are paid by the vessel owner under time charters, spot contracts and during off-hire and are recognized when incurred.

Off-hire.    Under our time charters, when the vessel is off-hire, or not available for service, the customer generally is not required to pay the hire rate, and the vessel owner is responsible for all costs. Prolonged off-hire may lead to a termination of the time charter. A vessel generally will be deemed off-hire if there is a loss of time due to, among other things, operational deficiencies; drydocking for repairs, maintenance or inspection that exceeds a specified period; equipment breakdowns; delays due to accidents, crewing strikes, certain vessel detentions or similar problems; or the vessel owner’s failure to maintain the vessel in compliance with her specifications and contractual standards or to provide the required crew. We have obtained loss of hire insurance to protect us against loss of income in the event one of our vessels cannot be employed due to damage that is covered under the terms of our hull and machinery insurance. Under our loss of hire policy, our insurer will pay us the hire rate agreed in respect of each vessel for each day, in excess of 20 deductible days, for the time that the vessel is out of service as a result of damage, for a maximum of 180 days.

Drydocking.    We must periodically drydock each of our vessels for inspection, repairs and maintenance and any modifications required to comply with industry certification or governmental requirements. For each of the GDF Suez Neptune and the GDF Suez Cape Ann, a renewal survey is conducted every five years and an intermediate survey is conducted every two to three years after a renewal survey. Until these vessels are 15 years old, they only are drydocked at each renewal survey, with the intermediate surveys occurring while she is afloat, using an approved diving company in the presence of a surveyor from the classification society. After these vessels are 15 years old, they are drydocked both at each renewal survey and each intermediate survey, resulting in drydocking approximately every 30 months. GDF Suez has subchartered the GDF Suez Cape Ann, which resulted in some modifications to the vessel. As a result, certain drydocking procedures were completed at the same time and in advance of the normally scheduled drydocking. As a result, the next scheduled drydocking for the GDF Suez Cape Ann is in 2017. We do not anticipate drydocking the PGN FSRU Lampung for at least 20 years as certain inspections can be done without drydocking. Each of our time charters requires the charterer to pay the hire rate for up to a specified number of days of scheduled drydocking and reimburse us for anticipated drydocking costs. For vessels operating on time charters, we capitalize the costs directly associated with the classification and regulatory requirements for inspection of the vessels or improving the vessel’s operating efficiency, functionality or safety during drydocking. We expense costs related to routine repairs and maintenance performed during drydocking or as otherwise incurred. The number of drydockings undertaken in a given period and the nature of the work performed determine the level of drydocking expenditures.

Depreciation and Amortization.    Depreciation on vessels and equipment is calculated on a straight-line basis over an estimated useful life of 35 years. Drydocking cost is amortized on a straight-line basis over the period until the next planned drydocking takes place. For vessels that are newly built or acquired, an element of the cost of the vessel is allocated initially to a drydock component and amortized on a straight-line basis over the period until the next planned drydocking. The estimated economic life for our newbuilding FSRUs is 40 years.

Impairment of Long-Lived Assets.    Vessels, equipment and newbuildings subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an

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asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying value exceeds its fair value.

Financial Income (Expenses), Net.    Financial income (expenses), net principally includes interest income on advances to our joint ventures, interest expense on financing of the construction of the PGN FSRU Lampung and the construction contract expense for the Mooring.

Customers

In the three months ended March 31, 2014 and 2013 and the years ended December 31, 2013 and 2012, total revenues in the historical combined carve-out statements of income of our predecessor are from PGN, a subsidiary of PT Perusahaan Gas Negara (Persero) Tbk, an Indonesian publicly listed, government-controlled, gas and energy company that constructs gas pipelines and infrastructure and distributes and transmits natural gas to industrial, commercial and household users. Upon commencement of the PGN FSRU Lampung time charter in July 2014, we will also have time charter revenue from PGN. Revenues included as a component of equity in earnings of joint ventures are from GDF Suez and accounted for 100% of our joint ventures’ time charter revenues. GDF Suez is a subsidiary of GDF Suez S.A., a French publicly listed, government-backed, electric utility company and the leading LNG importer in Europe in 2012.

Inflation and Cost Increases

Inflation has not had a significant impact on operating expenses, including crewing costs, for the GDF Suez Neptune and the GDF Suez Cape Ann. FSRUs are specialized vessels, and there has been demand for experienced crew, which has led to higher crew costs. The GDF Suez Neptune and the GDF Suez Cape Ann time charters provide for operating cost pass-through, which means that we will be able to pass on the cost increases to the charterer.

Pursuant to the PGN FSRU Lampung time charter, a portion of the operating cost will be increased by inflation in Indonesia, including part of the crew and certain supplies. Indonesian inflation has ranged from 7.0% to 10.0% in recent years. The PGN FSRU Lampung time charter provides that the operating cost component of the hire rate, established at the beginning of the time charter, will increase by a fixed percentage per annum for the first five years and be reset each fifth year based on the average increase over the previous five years, which is expected to cover the substantial majority of cost increases.

Insurance

Hull and Machinery Insurance.    We have obtained hull and machinery insurance on all our vessels against marine and war risks, which include the risks of damage to our vessels, including claims arising from collisions with other vessels or contact with jetties or wharves, salvage or towing costs and also insure against actual or constructive total loss of any of our vessels. However, our insurance policies contain deductible amounts for which we will be responsible.

Loss of Hire Insurance.    We have also obtained loss of hire insurance to protect us against loss of income in the event the vessel cannot be employed due to damage that is covered under the terms of our hull and machinery insurance. Under our loss of hire policy, our insurer will pay us the hire rate agreed in respect of each vessel for each day, in excess of 20 deductible days, for the time that the vessel is out of service as a result of damage, for a maximum of 180 days.

Protection and Indemnity Insurance.    Protection and indemnity insurance, which covers our third-party legal liabilities in connection with our shipping or floating regasification activities, is provided by a mutual protection and indemnity association (a “P&I club”). This includes third-party liability and other expenses related

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to the injury or death of crewmembers, passengers and other third-party persons, loss or damage to cargo and other damage to other third-party property, including pollution arising from oil or other substances, and other related costs, including wreck removal.

Our current protection and indemnity insurance coverage for pollution is limited to $3.07 billion for all liabilities, except for pollution, which is limited to $1 billion per vessel per incident. We are a member of the Gard P&I Club, which is one of the 13 P&I clubs that comprise the International Group of Protection and Indemnity Clubs (the “International Group”). Members of the International Group insure approximately 90% of the world’s commercial tonnage, and they have entered into a pooling agreement to reinsure each P&I club’s liabilities. P&I clubs provide the basic layer of insurance, which is currently $9 million. For members of the International Group, the International Group provides the next layer of insurance, covering liability between $9 million and $30 million. For liabilities above $30 million, the International Group has one of the world’s largest reinsurance contracts, with the maximum liability per accident or occurrence currently set at $3 billion. As a member of the Gard P&I Club, we are subject to a call for additional premiums based on the clubs’ claims record, as well as the claims record of all other members of the P&I clubs comprising the International Group. However, our P&I club has reinsured the risk of additional premium calls to limit our additional exposure. This reinsurance is subject to a cap, and there is the risk that the full amount of the additional call would not be covered by this reinsurance.

The insurers providing the covers for hull and machinery, loss of hire and protection and indemnity have confirmed that they will consider the FSRUs as vessels for the purpose of providing insurance.

Results of Operations

Under applicable accounting guidance, we do not consolidate the financial results of our joint ventures into our predecessor’s financial results, but we record our joint venture results using the equity method of accounting.

Predecessor—Three Months Ended March 31, 2013 Compared with the Three Months Ended March 31, 2014

Construction Contract Revenue and Related Expenses.    The following table sets forth details of our predecessor’s construction contract revenue and construction contract expenses for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,						Positive (negative) variance
(in thousands of U.S. dollars)	2013			2014
Construction contract revenues	$	8,638		$	29,127		$	20,489
Construction contract expenses	$	(8,638	)	$	(24,661	)	$	(16,023	)
Recognized contract margin	$	—		$	4,466		$	4,466

Construction contract revenue for the three months ended March 31, 2014 was $29.1 million, an increase of $20.5 million from $8.6 million for the three months ended March 31, 2013. Construction contract expenses for the three months ended March 31, 2014 were $24.7 million, an increase of $16.0 million from $8.6 million for the three months ended March 31, 2013.

The Mooring is an offshore installation that will be used to moor the PGN FSRU Lampung to offload the gas into an offshore pipe that will transport the gas to a land terminal for the charterer. The Mooring has been constructed in China, installed in Indonesia and will be sold to the charterer. Our predecessor is recognizing revenue on the Mooring based upon the percentage of completion method under which construction contract revenue is recognized using the ratio of costs incurred to estimated total costs multiplied by the total estimated contract revenue to determine revenue. The increase in construction contract revenue was primarily due to progress towards completion of the project for the Mooring, which was estimated to be 81% as of March 31, 2014 compared with 15% as of March 31, 2013. As of March 31, 2013, the early stages of the contract, mainly

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engineering, had commenced and sufficient information was not available to estimate profit on the project with a reasonable level of certainty. Therefore, the amount of construction contract revenue recognized for the three months ended March 31, 2013 was equal to the cost incurred, and no margin was recognized. As of March 31, 2014, a margin proportional to the percentage completion was recognized.

Administrative Expenses.    The following table sets forth details of our predecessor’s administrative expenses for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,						Positive (negative) variance
(in thousands of U.S. dollars)	2013			2014
Administrative expenses	$	(1,325	)	$	(4,148	)	$	(2,823	)

Administrative expenses for the three months ended March 31, 2014 were $4.1 million, an increase of $2.8 million from $1.3 million for the three months ended March 31, 2013. The major reasons for the increase were expenses incurred in preparation for this offering and higher activity related to the PGN FSRU Lampung, the Mooring and preparation for the start of operations. For the three months ended March 31, 2014, expenses of $2.4 million incurred for this offering principally related to audit fees, legal fees and charges for hours incurred by Höegh LNG’s staff working on preparation for this offering. There were no comparable expenses for the three months ended March 31, 2013.

Depreciation and Amortization.    The following table sets forth details of our predecessor’s depreciation and amortization for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,					Positive (negative) variance
(in thousands of U.S. dollars)	2013		2014
Depreciation and amortization	$	—	$	(8	)	$	(8	)

Depreciation and amortization for the three months ended March 31, 2014 for office and IT equipment related to the start-up of operations. There were no corresponding charges for the three months ended March 31, 2013.

Total Operating Expenses.    The following table sets forth details of our predecessor’s total operating expenses for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,						Positive (negative) variance
(in thousands of U.S. dollars)	2013			2014
Total operating expenses	$	(9,963	)	$	(28,817	)	$	(18,854	)

Total operating expenses for the three months ended March 31, 2014 were $28.8 million, an increase of $18.9 million from $10.0 million for the three months ended March 31, 2013 due to an increase in construction contract and administrative expenses.

Equity in Earnings (Losses) of Joint Ventures.    The following table sets forth details of our predecessor’s equity in earnings of joint ventures for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,					Positive (negative) variance
(in thousands of U.S. dollars)	2013		2014
Equity in earnings (losses) of joint ventures	$	8,916	$	(1,671	)	$	(10,587	)

Equity in losses of joint ventures for the three months ended March 31, 2014 was $1.7 million, a decrease of $10.6 million from equity in earnings of $8.9 million for the three months ended March 31, 2013. The decrease was due to an unrealized loss on derivative instruments in the first quarter of 2014 compared with an unrealized gain in the first quarter of 2013.

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Our share of our joint ventures’ operating income was $5.8 million for the three months ended March 31, 2014, compared with $5.7 million for the three months ended March 31, 2013. Other income (expense), net, principally consisting of interest expense, was $4.3 million for the three months ended March 31, 2014, a reduction of $0.2 million from $4.6 million for the three months ended March 31, 2013. The reduction was mainly due to lower interest expense due to repayment of principal on debt between the periods.

Our share of unrealized loss on derivative instruments was $3.2 million for the three months ended March 31, 2014, a decrease of $10.9 million compared to unrealized gain on derivative instruments of $7.7 million for the three months ended March 31, 2013. The variance in the unrealized gains and losses on derivative instruments was the reason for the decline in our equity in earnings of joint ventures for the first quarter of 2014 compared to the same period of 2013. The joint ventures utilize interest rate swap contracts to exchange a receipt of floating interest for a payment of fixed interest to reduce the exposure to interest rate variability on their outstanding floating-rate debt. The interest rate swap contracts are not designated as hedges for accounting purposes. As a result, there is volatility in earnings for the unrealized exchange gains and losses on the interest rate swap contracts. Historically, the joint ventures have accumulated unrealized losses on the interest rate swap due to declining interest rates, which has resulted in liabilities for derivative financial instruments and an accumulated deficit in equity on their balance sheets.

There was no accrued income tax expense for the three months ended March 31, 2014 and 2013. Our joint ventures did not pay any dividends for the three months ended March 31, 2014 and 2013.

Please read “—Segments—Joint Venture FSRUs” for additional information.

Operating Income.    The following table sets forth details of our predecessor’s operating income for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,					Positive (negative) variance
(in thousands of U.S. dollars)	2013		2014
Operating income (loss)	$	7,591	$	(1,361	)	$	(8,952	)

Operating loss for the three months ended March 31, 2014 was $1.4 million, a decrease of $9.0 million from the operating income of $7.6 million for the three months ended March 31, 2013. The decrease in operating income was primarily due to the decrease in the earnings of joint ventures of $10.6 million and higher administration expenses of $2.8 million, which were partially offset by the higher margin on the construction contract for the Mooring of $4.5 million.

Interest Income.    The following table sets forth details of our predecessor’s interest income for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,				Positive (negative) variance
(in thousands of U.S. dollars)	2013		2014
Interest income	$	554	$	466	$	(88	)

Interest income for the three months ended March 31, 2014 was $0.5 million, a decrease of $0.1 million from $0.6 million for the three months ended March 31, 2013. Interest income is related to the interest accrued on the advances to our joint ventures. The decrease in interest income was due to repayment by our joint ventures of a portion of the principal due under the shareholder loans between the periods. The interest rate is a fixed rate of 8.0% per year based upon the shareholder loans.

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Interest Expense.    The following table sets forth details of our predecessor’s interest expense for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,						Positive (negative) variance
(in thousands of U.S. dollars)	2013			2014
Interest incurred	$	(1,283	)	$	(3,347	)	$	(2,064	)
Capitalized interest	$	1,271		$	3,266		$	1,995
Interest expense	$	(12	)	$	(81	)	$	(69	)

Interest expense for the three months ended March 31, 2014 was $0.1 million, an increase of $0.1 million compared with the three months ended March 31, 2013. Interest expense consists of the interest incurred less the interest capitalized for the period. The interest incurred increased from $1.3 million for the three months ended March 31, 2013 to $3.3 million for the three months ended March 31, 2014 principally due to higher outstanding loan balances. During 2013, loans and promissory notes due to owners and affiliates financed the construction of the PGN FSRU Lampung and the construction contract expenses of the Mooring. On March 4, 2014, $96 million was drawn on the $299 million Lampung facility and subsequently $48.5 million was repaid on a promissory note to owners and affiliates. Most of the interest incurred was capitalized as part of the newbuilding or included in the construction contract expense for the Mooring. Capitalized interest was $3.3 million for the three months ended March 31, 2014 compared with $1.3 million for the three months ended March 31, 2013.

Other Items, Net.    The following table sets forth our predecessor’s other items, net for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,					Positive (negative) variance
(in thousands of U.S. dollars)	2013		2014
Other financial items, net	$	—	$	(380	)	$	(380	)

Other items, net for the three months ended March 31, 2014 was $0.4 million, primarily due to withholding tax that is payable on interest expense for three months ended March 31, 2014 to parties outside of Singapore and Indonesia.

Income before Tax.    The following table sets forth details of our predecessor’s income before tax for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,					Positive (negative) variance
(in thousands of U.S. dollars)	2013		2014
Income (loss) before tax	$	8,133	$	(1,356	)	$	(9,489	)

Loss before income taxes for the three months ended March 31, 2014 was $1.4 million, a decrease of $9.5 million from income before tax of $8.1 million for the three months ended March 31, 2013. The decrease was primarily due to the decrease in the equity in earnings (losses) of joint ventures of $10.6 million, higher administration expenses of $2.8 million and lower total financial income, net of $0.5 million, which were partially offset by the higher margin on the construction contract for the Mooring of $4.5 million.

Income Tax Expense.    The following table sets forth details of our predecessor’s income tax expense for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,					Positive (negative) variance
(in thousands of U.S. dollars)	2013		2014
Income tax expense	$	—	$	(408	)	$	(408	)

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Income tax expense for the three months ended March 31, 2014 was $0.4 million, an increase of $0.4 million compared with the three months ended March 31, 2013. We are not subject to Marshall Island corporate income taxes. However, we are subject to tax for earnings in Indonesia and Singapore starting in the fourth quarter of 2013. For the first quarter of 2014, the majority of income taxes related to the Indonesian FSRU-owning entity for the taxable profit related to the percentage of completion on the Mooring.

As further discussed under “—Predecessor Year Ended December 31, 2012 Compared with Year Ended 31, December 31, 2013—Income Tax Expense,” a tax loss was incurred for the year ended December 31, 2013 for our Indonesian FSRU-owning entity which under existing tax law was not more-likely-than-not that it could be utilized for 2014 and future taxable income. The unrecognized tax benefit for the uncertain tax position was $2,289. Therefore, in the first quarter of 2014, no utilization of the tax loss carryforward was reflected in the income tax expense.

A deferred tax benefit of $866 related to the unrealized losses on interest rate swaps accounted for as a cash flow hedge was recorded as a component of other comprehensive income on the unaudited condensed interim combined carve-out statements of comprehensive income for the three months ended March 31, 2014.

For the three months ended March 31, 2013, none of our activities were in jurisdictions subject to tax.

Pursuant to the terms of the PGN FSRU Lampung time charter, we will be reimbursed for income taxes arising in Indonesia related to time charter activities once it commences in a subsequent quarter of 2014.

Net Income.    The following table sets forth details of our predecessor’s net income for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,					Positive (negative) variance
(in thousands of U.S. dollars)	2013		2014
Net income (loss)	$	8,133	$	(1,764	)	$	(9,897	)

As a result of the foregoing, net loss for the three months ended March 31, 2014 was $1.8 million, a decrease of $9.9 million compared with the net income of $8.1 million for the three months ended March 31, 2013.

Segments

We have two segments, which are the “Majority Held FSRUs” and the “Joint Venture FSRUs.” In addition, unallocated corporate costs that are considered to benefit the entire organization and interest income from advances to our joint ventures are included in “Other.” As of March 31, 2014 and 2013, Majority Held FSRUs included the PGN FSRU Lampung and construction contract revenue and expenses of the Mooring under construction. Upon completion, the PGN FSRU Lampung has a long-term time charter with PGN. The Mooring is being constructed on behalf of, and is being sold to, PGN using the percentage of completion method of accounting.

As of March 31, 2014 and 2013, Joint Venture FSRUs included two 50.0%-owned FSRUs, the GDF Suez Neptune and the GDF Suez Cape Ann, each of which operates under a long-term time charter with GDF Suez.

We measure our segment profit based on Segment EBITDA. Segment EBITDA is reconciled to operating income and net income for each segment in the segment tables below. Please read “Selected Historical and Operating Data-Non-GAAP Financial Measures” for a reconciliation of Segment EBITDA to net income.

The accounting policies applied to the segments are the same as those applied in the historical combined carve-out financial statements, except that Joint Venture FSRUs are presented under the proportionate consolidation method for the segment reporting and under the equity method for the historical combined carve-out financial statements. Under the proportionate consolidation method, 50% of the Joint Venture FSRUs’

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revenues, expenses and assets are reflected in the segment reporting. Management monitors the results of operations of our joint ventures under the proportionate consolidation method and not the equity method.

Majority Held FSRUs.    The following table sets forth details of segment results for the Majority Held FSRUs for the three months ended March 31, 2014 and 2013:

Majority Held FSRUs	Three Months Ended March 31,						Positive (negative) variance
(in thousands of U.S. dollars)	2013			2014
Construction contract revenues	$	8,638		$	29,127		$	20,489
Total revenues		8,638			29,127			20,489
Administration expenses		(950	)		(1,331	)		(381	)
Construction contract expense		(8,638	)		(24,661	)		(16,023	)
Segment EBITDA		(950	)		3,135			4,085
Depreciation and amortization		—			(8	)		(8	)
Operating income (loss)		(950	)		3,127			4,077
Financial income (expense), net		(12	)		(461	)		(449	)
Income (loss) before tax		(962	)		2,666			3,628
Income tax expense		—			(408	)		(408	)
Net income (loss)	$	(962	)	$	2,258		$	3,220

Total revenues for the three months ended March 31, 2014 were $29.1 million, an increase of $20.5 million from $8.6 million for the three months ended March 31, 2013. As discussed in more detail above, the main reason for the increase was higher construction contract revenue for the three months ended March 31, 2014 reflecting 81% project completion as of March 31, 2014 compared with 15% as of March 31, 2013.

Administrative expenses for the three months ended March 31, 2014 were $1.3 million, an increase of $0.4 million from $1.0 million for the three months ended March 31, 2013. Higher expenses were due to higher activity related to the PGN FSRU Lampung, the Mooring and preparation for the start of operations.

Construction contract expense increased by $16.0 million for the three months ended March 31, 2014 compared with the three months ended March 31, 2013 due to progress on the Mooring construction project.

Segment EBITDA for the three months ended March 31, 2014 was $3.1 million, an increase of $4.1 million from the loss of $1.0 million for the three months ended March 31, 2013 as a result of recognition of the margin on the percentage of completion for 2014 and no margin for the same period of 2013.

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Joint Venture FSRUs.    The following table sets forth details of segment results for the joint venture FSRUs for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,						Positive (negative) variance
Joint Venture FSRUs
(in thousands of U.S. dollars)	2013			2014
Time charter revenues	$	10,004		$	10,249		$	245
Vessel operating expenses		(1,799	)		(1,914	)		(115	)
Administrative expenses		(212	)		(231	)		(19	)
Segment EBITDA		7,993			8,104			111
Depreciation and amortization		(2,260	)		(2,285	)		(25	)
Operating income		5,733			5,819			86
Gain (loss) on derivative instruments		7,742			(3,154	)		(10,896	)
Other income (expense), net		(4,559	)		(4,336	)		223
Net income (loss)	$	8,916		$	(1,671	)	$	(10,587	)

The segment results for the Joint Venture FSRUs are presented using the proportionate consolidation method (which differs from the equity method used in the historical unaudited condensed interim combined carve-out financial statements).

Total time charter revenues were $10.2 million and $10.0 million for the three months ended March 31, 2014 and 2013, respectively. Revenues for time charter payments, including fees for reimbursement of operating expenses, were $10.0 million and $9.8 million for the three months ended March 31, 2014 and 2013, respectively. This increase was due to the increase in fees for reimbursement of vessel operating expenses. The remaining revenues principally related to the amortization of deferred revenues for upfront payments for modifications and drydocking payments from the charterer.

Vessel operating expenses for the three months ended March 31, 2014 were $1.9 million compared to $1.8 million for the three months ended March 31, 2013 due to higher cost for salary and other cost increases.

Administrative expenses for the three months ended March 31, 2014 increased slightly compared with the three months ended March 31, 2013.

Segment EBITDA was $8.1 million for the three months ended March 31, 2014 compared with $8.0 million for the three months ended March 31, 2013.

Other.    The following table sets forth details of results for the three months ended March 31, 2014 and 2013:

	Three Months  Ended March 31,						Positive (negative) variance
Other
(in thousands of U.S. dollars)	2013			2014
Administrative expenses	$	(375	)	$	(2,817	)	$	(2,442	)
Segment EBITDA		(375	)		(2,817	)		(2,442	)
Operating income (loss)		(375	)		(2,817	)		(2,442	)
Interest income		554			466			(88	)
Net income (loss)	$	179			(2,351	)	$	(2,530	)

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Administrative expenses and segment EBITDA for the three months ended March 31, 2014 for each was $2.8 million, a decrease of $2.4 million from the loss of $0.4 million for the three months ended March 31, 2013. “Other” includes unallocated corporate costs that are considered to benefit the entire organization. The major reason for the increase was expenses of $2.4 million incurred in preparation for this offering for the three months ended March 31, 2014. There were no comparable expenses for the three months ended March 31, 2013. Expenses incurred for this offering principally related to audit fees, legal fees and charges for hours incurred working on preparation for this offering.

Interest income, which is not part of the segment measure of profits, is related to the interest accrued on the advances to our joint ventures.

Predecessor—Year Ended December 31, 2012 Compared with the Year Ended December 31, 2013

Construction Contract Revenue and Related Expenses.    The following table sets forth details of our predecessor’s construction contract revenue and construction contract expenses for the years ended December 31, 2012 and 2013:

							Positive (negative) variance
	Year Ended December 31,
(in thousands of U.S. Dollars)	2012			2013
Construction contract revenue	$	5,512		$	50,362		$	44,850
Construction contract expenses		(5,512	)		(43,272	)		(37,760	)
Recognized contract margin	$	—		$	7,090		$	7,090

Construction contract revenue for the year ended December 31, 2013 were $50.4 million, an increase of $44.9 million from $5.5 million for the year ended December 31, 2012. Construction contract expenses for the year ended December 31, 2013 were $43.3 million, an increase of $37.8 million from $5.5 million for the year ended December 31, 2012.

The Mooring is an offshore installation that will be used to moor the PGN FSRU Lampung to offload the gas into an offshore pipe that will transport the gas to a land terminal for the charterer. The Mooring has been constructed in China, installed in Indonesia and will be sold to the charterer. Our predecessor is recognizing revenue on the Mooring based upon the percentage of completion method under which construction contract revenue is recognized using the ratio of costs incurred to estimated total costs multiplied by the total estimated contract revenue to determine revenue. The increase in construction contract revenue was primarily due to progress towards completion of the project for the Mooring, which was estimated to be 53% as of December 31, 2013

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compared with 6.0% for the year ended December 31, 2012. As of December 31, 2012, the initial stages of the contract had recently commenced and sufficient information was not available to estimate profit on the project with a reasonable level of certainty. Therefore, the amount of construction contract revenue recognized for the year ended December 31, 2012 was equal to the cost incurred, and no margin was recognized. As of December 31, 2013, a margin proportional to the percentage completion was recognized.

Other Revenues.    The following table sets forth details of our predecessor’s other revenues for the years ended December 31, 2012 and 2013:

					Positive (negative) variance
	Year Ended December 31,
(in thousands of U.S. Dollars)	2012		2013
Other revenues	$	—		$511	$	511

Other revenues for the year ended December 31, 2013 were $0.5 million, an increase of $0.5 million from the year ended December 31, 2012. Other revenues include incidental revenues prior to the start of the time charter for the PGN FSRU Lampung.

Administrative Expenses.    The following table sets forth details of our predecessor’s administrative expenses for the years ended December 31, 2012 and 2013:

							Positive (negative) variance
	Year Ended December 31,
(in thousands of U.S. Dollars)	2012			2013
Administrative expenses	$	(3,185	)	$	(8,043	)	$	(4,858	)

Administrative expenses for the year ended December 31, 2013 were $8.0 million, an increase of $4.9 million from $3.2 million for the year ended December 31, 2012. The major reasons for the increase were expenses incurred in preparation for this offering and higher activity related to the PGN FSRU Lampung, the Mooring and preparation for the start of operations. Expenses of $2.4 million incurred for this offering principally related to audit fees, legal fees and charges for hours incurred by Höegh LNG’s staff working on preparation for this offering.

Depreciation and Amortization.    The following table sets forth details of our predecessor’s depreciation and amortization for the years ended December 31, 2012 and 2013:

						Positive (negative) variance
	Year Ended December 31,
(in thousands of U.S. Dollars)	2012		2013
Depreciation and amortization	$	—	$	(8	)	$	(8	)

Depreciation and amortization for the year ended December 31, 2013 for office and IT equipment related to the start-up of operations. There were no corresponding charges for the year ended December 31, 2012.

Total Operating Expenses.    The following table sets forth details of our predecessor’s total operating expenses for the years ended December 31, 2013 and 2012:

							Positive (negative) variance
	Year Ended December 31,
(in thousands of U.S. Dollars)	2012			2013
Total operating expenses	$	(8,697	)	$	(51,323	)	$	(42,626	)

Total operating expenses for the year ended December 31, 2013 were $51.3 million, an increase of $42.6 million from $8.7 million for the year ended December 31, 2012 due to an increase in construction contract and administrative expenses.

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Equity in Earnings of Joint Ventures.    The following table sets forth details of our predecessor’s equity in earnings of joint ventures for the years ended December 31, 2012 and 2013:

					Positive (negative) variance
	Year Ended December 31,
(in thousands of U.S. Dollars)	2012		2013
Equity in earnings of joint ventures	$	5,007	$	40,228	$	35,221

Equity in earnings of joint ventures for the year ended December 31, 2013 was $40.2 million, an increase of $35.2 million from $5.0 million for the year ended December 31, 2012. The primary reason for the increase was higher unrealized gains on derivative instruments in 2013 than in 2012.

Our share of our joint ventures’ operating income was $23.3 million for the year ended December 31, 2013, compared with $23.4 million for the year ended December 31, 2012. Other financial expenses, net were $18.1 million for the year ended December 31, 2013, a reduction of $1.0 million from $19.1 million for the year ended December 31, 2012. The reduction was mainly due to lower interest expense due to repayment of principal on debt during 2013.

Our share of unrealized gains on derivative instruments was $35.0 million for the year ended December 31, 2013 as compared to unrealized gains on derivative instruments of $0.7 million for the year ended December 31, 2012 explaining most of the increase in our equity in earnings of joint ventures for 2013 compared to 2012. The joint ventures utilized interest rate swap contracts to exchange a receipt of floating interest for a payment of fixed interest to reduce the exposure to interest rate variability on their outstanding floating-rate debt. The interest rate swap contracts are not designated as hedges for accounting purposes. As a result, there is volatility in earnings for the unrealized exchange gains and losses on the interest rate swap contracts. Historically, the joint ventures have accumulated unrealized losses on the interest rate swap due to declining interest rates, which has resulted in liabilities for derivative financial instruments and an accumulated deficit in equity on their balance sheets. Increasing interest rates during 2013 and 2012 have resulted in unrealized gains, which have reduced the liabilities for derivative financial instruments and the accumulated deficit in equity on their balance sheets. There was no income tax expense for the years ended December 31, 2013 and 2012. Our joint ventures did not pay any dividends for the years ended December 31, 2013 and 2012.

Please read “—Segments—Joint Venture FSRUs” for additional information.

Operating Income.    The following table sets forth details of our predecessor’s operating income for the years ended December 31, 2012 and 2013:

					Positive (negative) variance
	Year Ended December 31,
(in thousands of U.S. Dollars)	2012		2013
Operating income	$	1,822	$	39,778	$	37,956

Operating income for the year ended December 31, 2013 was $39.8 million, an increase of $38.0 million from $1.8 million for the year ended December 31, 2012. The increase in operating income was primarily due to the increase in the equity in earnings of joint ventures of $35.2 million and the margin on the construction contract for the Mooring of $7.1 million, which was partially offset by the negative impact of higher administrative expenses.

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Interest Income.    The following table sets forth details of our predecessor’s interest income for the years ended December 31, 2012 and 2013:

					Positive (negative) variance
	Year Ended December 31,
(in thousands of U.S. Dollars)	2012		2013
Interest income	$	2,481	$	2,122	$	(359	)

Interest income for the year ended December 31, 2013 was $2.1 million, a decrease of $0.4 million from $2.5 million for the year ended December 31, 2012. Interest income is related to the interest accrued on the advances to our joint ventures. The decrease in interest income is due to repayment by our joint ventures of a portion of the principal due under the shareholder loans during 2013. The interest rate is a fixed rate of 8.0% per year based upon the shareholder loans.

Interest Expense.    The following table sets forth details of our predecessor’s interest expense for the years ended December 31, 2012 and 2013:

							Positive (negative) variance
	Year Ended December 31,
(in thousands of U.S. Dollars)	2012			2013
Interest incurred	$	(5,877	)	$	(8,651	)	$	(2,774	)
Capitalized interest	$	5,763		$	8,299		$	2,536
Interest expense	$	(114	)	$	(352	)	$	(238	)

Interest expense for the year ended December 31, 2013 was $0.4 million, an increase of $0.2 million from $0.1 million for the year ended December 31, 2012. Interest expense consists of the interest incurred less the interest capitalized for the period. The interest incurred increased from $5.9 million for the year ended December 31, 2012 to $8.7 million for the year ended December 31, 2013 principally due to higher outstanding loan balances. Loans and promissory notes due to owners and affiliates have financed the construction of the PGN FSRU Lampung and the construction contract expenses of the Mooring. Most of the interest incurred was capitalized as part of the newbuilding or included in the construction contract expense for the Mooring. Capitalized interest was $8.3 million for the year ended December 31, 2013 compared with $5.8 million for the year ended December 31, 2012.

Other Items, Net.    The following table sets forth details of our predecessor’s other financial items for the years ended December 31, 2012 and 2013:

							Positive (negative) variance
	Year Ended December 31,
(in thousands of U.S. Dollars)	2012			2013
Other items, net	$	(1	)	$	(1,021	)	$	(1,020	)

Other items, net for the year ended December 31, 2013 was $1.0 million, primarily due to withholding tax that is payable on interest expense for 2013 to parties outside of Indonesia.

Income before Tax.    The following table sets forth details of our predecessor’s income before tax for the years ended December 31, 2012 and 2013:

					Positive (negative) variance
	Year Ended December 31,
(in thousands of U.S. Dollars)	2012		2013
Income before tax	$	4,188	$	40,527	$	36,339

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Income before income taxes for the year ended December 31, 2013 was $40.5 million, an increase of $36.3 million from $4.2 million for the year ended December 31, 2012. The increase was largely due to the increase in the equity in earnings of joint ventures of $35.2 million and the margin on the construction contract of $7.1 million, which was partially offset by higher administrative expenses of $4.9 million.

Income Tax Expense.    Our predecessor had no income tax expense for the years ended December 31, 2013 and 2012. We are not subject to Marshall Islands corporate income taxes. However, we are subject to tax for earnings in Indonesia and Singapore starting in 2013. Benefits of uncertain tax positions are recognized when it is more-likely-than-not that a tax position taken in a tax return will be sustained upon examination based on the technical merits of the position. In 2013, we incurred a tax loss as a result of unrealized foreign exchange losses in local currency used for reporting taxes for our Indonesian FSRU-owning entity that has the U.S. dollar as its functional currency. In 2014, the Indonesia authorities have approved the change of currency for tax reporting to U.S. dollars. Under existing tax law, it is not clear if the prior year tax loss carryforward from foreign exchange losses can be utilized when the tax reporting currency is subsequently changed. Due to uncertainty of this tax position, a provision was recognized and the resulting unrecognized tax benefit was $2,289. A valuation allowance for deferred tax assets is recorded when it is more-likely-than-not that some or all of the benefit will not be realized. Given the lack of historical operations, we concluded a valuation allowance should be established to reduce the other deferred tax assets to amount more-likely-than-not of being realized. As a result, we did not recognize a deferred tax benefit in the income statement for the year ended December 31, 2013. Pursuant to the terms of the PGN FSRU Lampung time charter, we will be reimbursed for income taxes arising in Indonesia from the time charter once it commences.

For the year ended December 31, 2012, none of our activities were in jurisdictions subject to tax.

Net Income.    The following table sets forth details of our predecessor’s net income for the years ended December 31, 2012 and 2013:

					Positive (negative) variance
	Year Ended December 31,
(in thousands of U.S. Dollars)	2012		2013
Net income	$	4,188	$	40,527	$	36,339

As a result of the foregoing, net income for the year ended December 31, 2013 was $40.5 million, an increase of $36.3 million compared with the year ended December 31, 2012.

Segments

We have two segments, which are the “Majority Held FSRUs” and the “Joint venture FSRUs.” In addition, unallocated corporate costs that are considered to benefit the entire organization and interest income from advances to our joint ventures are included in “Other.” As of December 31, 2013 and 2012, Majority Held FSRUs included the PGN FSRU Lampung and construction contract revenue and expenses of the Mooring under construction. Upon completion, the PGN FSRU Lampung has a long-term time charter with PGN. The Mooring is being constructed on behalf of, and is being sold to, PGN using the percentage of completion method of accounting.

As of December 31, 2013 and 2012, joint venture FSRUs included two 50.0%-owned FSRUs, the GDF Suez Neptune and the GDF Suez Cape Ann, each of which operates under a long-term time charter with GDF Suez.

We measure our segment profit based on segment EBITDA. Segment EBITDA is reconciled to operating income and net income for each segment in the segment tables below. Please read “Selected Historical Financial And Operating Data—Non-GAAP Financial Measures” for a reconciliation of segment EBITDA to net income.

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The accounting policies applied to the segments are the same as those applied in the historical combined carve-out financial statements, except that joint venture FSRUs are presented under the proportional consolidation method for the segment reporting and under the equity method for the historical combined carve-out financial statements. Under the proportional consolidation method, 50% of the joint venture FSRUs’ revenues, expenses and assets are reflected in the segment reporting. Management monitors the results of operations of our joint ventures under the proportional consolidation method and not the equity method.

Majority Held FSRUs.    The following table sets forth details of segment results for the Majority Held FSRUs for the years ended December 31, 2012 and 2013:

							Positive (negative) variance
Majority Held FSRUs	Year ended December 31,
(in thousands of U.S. Dollars)	2012			2013
Construction contract revenue	$	5,512		$	50,362		$	44,850
Other revenues		—			511			511
Total revenues		5,512			50,873			45,361
Administrative expenses		(2,372	)		(4,490	)		(2,118	)
Construction contract expense		(5,512	)		(43,272	)		(37,760	)
Segment EBITDA		(2,372	)		3,111			5,483
Depreciation and amortization		—			(8	)		(8	)
Operating income		(2,372	)		3,103			5,475
Financial income (expense), net		(115	)		(1,373	)		(1,258	)
Net income (loss)	$	(2,487	)	$	1,730		$	4,217

Total revenues for the year ended December 31, 2013 were $50.9 million, an increase of $45.4 million from $5.5 million for the year ended December 31, 2012. As discussed in more detail above, the main reason for the increase was higher construction contract revenue for the year ended December 31, 2013 reflecting 53% project completion compared with 6% for the year ended December 31, 2012.

Administrative expenses for the year ended December 31, 2013 were $4.5 million, an increase of $2.1 million from $2.4 million for the year ended December 31, 2012. Higher expenses were due to higher activity related to the PGN FSRU Lampung, the Mooring and preparation for the start of operations.

Construction contract expense increased by $37.8 million for the year ended December 31, 2013 compared with the year ended December 31, 2012 due to progress on the Mooring construction project.

Segment EBITDA for the year ended December 31, 2013 was $3.1 million, an increase of $5.5 million from the loss of $2.4 million for the year ended December 31, 2012 as a result of recognition of the margin on the percentage of completion for 2013 and no margin in 2012.

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Joint Venture FSRUs.    The following table sets forth details of segment results for the joint venture FSRUs for the years ended December 31, 2012 and 2013:

							Positive (negative) variance
Joint venture FSRUs	Year ended December 31,
(in thousands of U.S. Dollars)	2012			2013
Time charter revenues	$	41,076		$	41,110		$	34
Vessel operating expenses		(7,525	)		(7,702	)		(177	)
Administrative expenses		(1,127	)		(1,061	)		66
Segment EBITDA		32,424			32,347			(77	)
Depreciation and amortization		(9,060	)		(9,053	)		7
Operating income		23,364			23,294			(70	)
Gain on derivative instruments		693			35,038			34,345
Other income (expense), net		(19,050	)		(18,104	)		946
Net income	$	5,007		$	40,228		$	35,221

The segment results for the joint venture FSRUs are presented using the proportional consolidation method (which differs from the equity method used in the historical combined carve-out financial statements).

Total time charter revenues were $41.1 million and $41.1 million for the years ended December 31, 2013 and 2012, respectively. Revenues for time charter payments, including fees for reimbursement of operating expenses, were $40.3 million and $40.2 million for the years ended December 31, 2013 and 2012, respectively. This increase was due to the increase in fees for reimbursement of vessel operating expenses. The remaining revenues principally related to the amortization of deferred revenues for upfront payments for modifications and drydocking payments from the charterer.

Vessel operating expenses for the year ended December 31, 2013 were $7.7 million, an increase of 2.4% compared to $7.5 million for the year ended December 31, 2012 due to slightly higher cost for salary and other cost increases.

Administrative expenses for the year ended December 31, 2013 declined slightly compared with the year ended December 31, 2012. As a result of GDF Suez decision to subcharter the GDF Suez Cape Ann, additional administrative hours were incurred. The decline in administrative expenses in 2013 compared with 2012 was primarily related to more administrative hours incurred on the subcharter project in 2012 than in 2013.

Segment EBITDA was $32.3 million for the year ended December 31, 2013 compared with $32.4 million for the year ended December 31, 2012.

Other.    The following table sets forth details of other results of our predecessor for the years ended December 31, 2012 and 2013:

							Positive (negative) variance
Other	Year ended December 31,
(in thousands of U.S. Dollars)	2012			2013
Administrative expenses	$	(813	)	$	(3,553	)	$	(2,740	)
Segment EBITDA		(813	)		(3,553	)		(2,740	)
Operating income		(813	)		(3,553	)		(2,740	)
Interest income		2,481			2,122			(359	)
Net income (loss)	$	1,668		$	(1,431	)	$	(3,099	)

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Administrative expenses and segment EBITDA for the year ended December 31, 2013 for each was $3.6 million, an increase of $2.7 million from $0.8 million for the year ended December 31, 2012. “Other” includes unallocated corporate costs that are considered to benefit our predecessor. The major reason for the increase was expenses of $2.4 million incurred in preparation for this offering for the year ended December 31, 2013. Expenses incurred for this offering principally related to audit fees, legal fees and charges for hours incurred working on preparation for this offering.

Interest income, which is not part of the segment measure of profits, is related to the interest accrued on the advances to our joint ventures.

Liquidity and Capital Resources

Liquidity and Cash Needs

We operate in a capital-intensive industry, and we expect to finance the purchase of additional vessels and other capital expenditures through a combination of borrowings from commercial banks and debt and equity financings. The cash needs of our predecessor were primarily for debt amortization and the payment of general and administrative expenses. The liquidity requirements of our joint ventures relate to the servicing of debt, including repayment of shareholder loans, funding working capital and maintaining cash reserves against fluctuations in operating cash flows. With the start of operation of the PGN FSRU Lampung under her time charter, we believe our cash flows from operations and repayment of principal from our advances to our joint ventures will be sufficient to meet our debt amortization and working capital needs and maintain cash reserves against fluctuations in operating cash flows. In addition, we require liquidity to pay distributions to our unitholders. In connection with this offering, we expect to enter into a $85 million sponsor credit facility with Höegh LNG, which we believe will provide us with adequate liquidity to fund our distributions given our expected level of debt amortization. We believe our current resources, including the sponsor credit facility, are sufficient to meet our working capital requirements for our current business. Generally, our long-term source of funds will be cash from operations, long-term bank borrowings and other debt and equity financings. Because we will distribute all of our available cash, we expect that we will rely upon external financing sources, including bank borrowings and the issuance of debt and equity securities, to fund acquisitions and other expansion capital expenditures.

Our predecessor historically has not made use of derivative instruments for interest rate and currency risk management purposes. However, our joint ventures have utilized interest rate swap contracts. In the future we expect to economically hedge our exposure to interest rate fluctuations by entering into interest rate swap contracts. On March 17, 2014, we entered into interest rate swap contracts for the Lampung facility. Please read note 17 to our predecessor’s historical audited combined carve-out financial statements and note 14 to our predecessor’s unaudited condensed interim combined carve-out financial statements. For information about our joint ventures’ derivative instruments, please read note 13 to our joint ventures’ historical audited combined financial statements.

As of March 31, 2014, our predecessor’s total current liabilities exceeded total current assets by $10 million. On March 4, 2014, we drew $96 million of the $299 million Lampung facility, of which $28.4 million, $32.1 million and $35.5 million was drawn on the FSRU tranche, the Mooring tranche and the export credit tranche, respectively. The current portion of long-term debt for the Lampung facility includes the total outstanding balance of the Mooring tranche of $32.1 million, which is expected to be repaid in July 2014. After this repayment, the current portion of long-term debt will include only the current installments for the other tranches. In addition, the receivable for the $40 million promissory note due to Höegh LNG will be transferred to our operating company. See “Summary—Formation Transactions.” As a result, upon completion of this offering, we expect to reduce the level of our current liabilities.

Estimated Maintenance and Replacement Capital Expenditures

Our partnership agreement requires our board of directors to deduct from operating surplus each quarter estimated maintenance and replacement capital expenditures, as opposed to actual maintenance and replacement

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capital expenditures, in order to reduce disparities in operating surplus caused by fluctuating maintenance and replacement capital expenditures. Because under both our joint ventures’ time charters and the PGN FSRU Lampung time charter, the charterer reimburses our joint venture or us, as applicable, for anticipated drydocking expenses, these are excluded from maintenance capital expenditures.

Our initial estimated maintenance and replacement capital expenditure for us and our joint ventures will be $10 million per year for future vessel replacement. The $10 million is based on assumptions regarding the remaining useful life of the vessels in our initial fleet, a net investment rate equivalent to our current expected long-term borrowing costs, vessel replacement values based on current market conditions, the residual value of the vessels at the end of their useful lives based on current steel prices and an assumed level of inflation. The actual cost of replacing the vessels in our fleet will depend on a number of factors, including prevailing market conditions, hire rates and the availability and cost of financing at the time of replacement.

Our board of directors, with the approval of the conflicts committee, may from time to time determine that one or more of our assumptions should be revised, which could cause our board of directors to adjust the amount of estimated maintenance and replacement capital expenditures. Furthermore, we may elect to finance some or all of our maintenance and replacement capital expenditures through the issuance of additional common units, which could be dilutive to existing unitholders.

Please read “Risk Factors—Risks Inherent in Our Business—We must make substantial capital expenditures to maintain and replace the operating capacity of our fleet, which will reduce our cash available for distribution. In addition, each quarter we will be required, pursuant to our partnership agreement, to deduct estimated maintenance and replacement capital expenditures from operating surplus, which may result in less cash available to unitholders than if actual maintenance and replacement capital expenditures were deducted”

Cash Flows

Cash Flows of Our Predecessor

The following table summarizes our predecessor’s net cash flows from operating, investing and financing activities and our cash and cash equivalents for the periods presented:

	Year ended December 31,						Three months ended March 31,
(in thousands of U.S. dollars)	2012			2013			2013			2014
Net cash used in operating activities	$	(7,635	)	$	(42,083	)	$	(4,547	)	$	(18,696	)
Net cash provided by (used in) investing activities		(61,709	)		(30,726	)		(25,952	)		10,279
Net cash provided by financing activities		69,444			72,817			30,499			13,266
Increase (decrease) in cash and cash equivalents		100			8			—			4,849
Cash and cash equivalents, beginning of period		—			100			100			108
Cash and cash equivalents, end of period	$	100		$	108		$	100		$	4,957

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Net Cash Used by Operating Activities

Net cash used in operating activities of our predecessor was $18.7 million and $4.5 million for the three months ended March 31, 2014 and 2013, respectively. Cash flows from operating activities reflect that the PGN FSRU Lampung has not yet been delivered and started operations. The increase in cash used by operating activities of $14.2 million for the three months ended March 31, 2014 compared to three months ended March 31, 2013 is principally due to higher construction contract expenses for the Mooring under the percentage of completion method and expenses incurred in preparation for this offering, which were partially offset by higher cash provided by changes in working capital. The cash flows from payments of the construction contract revenue begin in the second quarter of 2014. Please read note 17 to the unaudited condensed interim combined carve-out financial statements for the three months ended March 31, 2014 and 2013.

Net cash used by operating activities of our predecessor was $42.1 million and $7.6 million for the years ended December 31, 2013 and 2012, respectively. The increase in cash used by operating activities of $34.5 million for the year ended December 31, 2013 compared to 2012 is principally due to higher construction contract expenses for the Mooring under the percentage of completion method. In addition, administrative expenses increased in 2013 compared to 2012 principally due to the costs incurred in preparation for this offering.

Net Cash Used in Investing Activities

Net cash provided by investing activities of our predecessor was $10.3 million for the three months ended March 31, 2014 compared with net cash used in investing activities of $26.0 million for the three months ended March 31, 2013. The change in net cash provided by (used in) investing activities of $36.2 million between the periods was mainly a result of no scheduled shipbuilding contract payments in the first quarter of 2014 while there was a shipbuilding contract payment in the first quarter of 2013. Under the terms of the shipbuilding contract, we paid 10.0%, 20.0% and 10.0% of the contract price in 2011, 2012 and 2013, respectively, based on milestones in the construction. The final 60.0% payment and any payment for change orders are due in the second quarter of 2014 at delivery of the PGN FSRU Lampung. In addition, in the first quarter of 2013 there was a decrease in restricted cash of $10.7 million. The undrawn $10.7 million letter of credit as part of the $299 million Lampung facility replaced the need for this cash collateral.

Remaining payments for the contractual commitments for the PGN FSRU Lampung will be financed by the $299 million Lampung facility.

Net cash used by investing activities of our predecessor was $30.7 million and $61.7 million for the years ended December 31, 2013 and 2012, respectively. Net cash used in investing activities decreased by approximately $31 million for the year ended December 31, 2013 mainly due to fewer scheduled shipbuilding contract payments in 2013 than in 2012. In addition, in 2012 there was an increase in restricted cash of $9.9 million.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $13.3 million and $30.5 million for the three months ended March 31, 2014 and 2013, respectively.

The decrease in net cash provided by financing activities of $17.2 million was primarily due to repayment of $25.4 million of amounts from owners and affiliates and $48.5 million of promissory notes from owners and affiliates following the first drawdown of the $96 million on the $299 million Lampung facility during the first quarter of 2014. Prior to the drawdown, the financing for construction of the PGN FSRU Lampung and the construction contract expenses of the Mooring was principally provided by current amounts and promissory notes from owners and affiliates. Following the draw down of external financing and repayment of amounts from owners and affiliates, the amounts from owners and affiliates principally relate to intercompany trade payables

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settled in the normal course of business and are classified as part of cash flows from operations. During the first quarter of 2013, proceeds from amounts, loans and promissory notes from owners and affiliates was $35.8 million. The net distributions to the owner were $9.8 million and $5.3 million for the three months ended March 31, 2014 and 2013, respectively. In addition, debt issuance cost related to the $299 million Lampung facility of $9.3 million was paid during the first quarter of 2014.

As a result of the foregoing, cash and cash equivalents increased by $4.8 million and zero for the three months ended March 31, 2014 and 2013, respectively.

Net cash provided by financing activities was $72.8 million for the year ended December 31, 2013 compared with $69.4 million for the comparable period of 2012.

During 2013 and 2012, the financing for construction of the PGN FSRU Lampung and the construction contract expenses of the Mooring was principally provided by loans and promissory notes from owners and affiliates. Proceeds from lending from owners and affiliates were $116.7 million and $61.7 million for the years ended December 31, 2013 and 2012, respectively. Further, the PGN FSRU Lampung and the Mooring were not historically owned by a separate legal entity or organized as a discrete unit until late in 2013. Therefore, no separate cash operating accounts existed. As a result, certain cash flows from financing activities are reflected as contributions from or distributions to the owner, net in the historical combined carve-out statement of cash flows and the historical combined carve-out statement of equity. The net distributions to the owner were $35.3 million for the year ended December 31, 2013 and the net contributions from the owner were $7.8 million for the year ended December 31, 2012.

As a result of the foregoing, cash and cash equivalents increased by $8,000 and $100,000 for the year ended December 31, 2013 and 2012, respectively.

Borrowing Activities

Loans and Promissory Notes Due to Owners and Affiliates

The following table sets forth our predecessor’s loans and promissory notes due to owners and affiliates as of March 31, 2014:

(in thousands of U.S. Dollars)	As of March 31, 2014
$48.5 million Promissory note due to Höegh LNG Ltd.	$	1,636
$101.5 million Promissory note due to Höegh LNG Ltd.		2,833
$40.0 million Promissory note due to Höegh LNG Ltd.		40,663
Loans and promissory notes due to owners and affiliates	$	45,132

At the beginning of the fourth quarter of 2013, PT Hoegh became the owner of the construction in progress for the PGN FSRU Lampung and the unbilled construction contract income for the Mooring. As a result, promissory notes were entered due to Höegh LNG Ltd. of $48.5 million, $101.5 million and $40.0 million. All of the promissory notes and accrued interest are payable on demand. The $48.5 million and $101.5 million promissory notes bear interest at a fixed rate of 9.0% per year. As of December 31, 2013, the two promissory notes had outstanding balances of $49.5 million and $103.6 million, including outstanding interest of $1.0 million and $2.1 million, respectively. The $40.0 million promissory note bears interest at the three-month London Interbank Offered Rate (“LIBOR”) plus a margin of 3.2%. Such $40.0 million promissory note due to Höegh LNG will be transferred by Höegh LNG to our operating company in connection with the closing of this offering. Outstanding balance on the note was $40.7 million as of March 31, 2014, including accrued interest of $0.7 million.

On February 3, 2014, the $101.5 million Promissory note due to Höegh LNG Ltd. was converted to equity.

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On March 5, 2014, we repaid the outstanding balance, including accrued interest, on the $48.5 million promissory note due to Höegh LNG Ltd.

$299 Million Lampung Facility

In September 2013, PT Hoegh LNG entered into a secured $299 million term loan facility and $10.7 million standby letter of credit facility (the “Lampung facility”) with a syndicate of banks and an export credit agency for the purpose of financing a portion of the construction of the PGN FSRU Lampung and the Mooring. The $10.7 million standby letter of credit facility supports guarantees to PGN for delivery obligations of the PGN FSRU Lampung and Mooring under the lease, operation and maintenance agreement. Höegh LNG is the guarantor for the facility. The facility will be drawn in installments as construction is completed. The term loan facility includes two commercial tranches, the PGN FSRU Lampung tranche and the Mooring tranche, and the export credit tranche. The interest rates vary by tranche.

As of December 31, 2013, the facility was undrawn. On March 4, 2014, PT Hoegh drew $96 million of the Lampung facility, of which $28.4 million, $32.1 million and $35.5 million was drawn on the PGN FSRU Lampung tranche, the Mooring tranche and the export credit tranche, respectively. On April 8, 2014, the Company drew $161.1 million of the $299 million Lampung facility, of which $18.0 million and $143.1 million was drawn on the FSRU tranche and export credit tranche, respectively.

The PGN FSRU Lampung tranche of $58.5 million has an interest rate of LIBOR plus a margin of 3.4%. The interest rate for the export credit tranche of $178.6 million is LIBOR plus a margin of 2.3%. The PGN FSRU Lampung and the export credit tranche require principal and interest payments beginning three months after the earlier of October 31, 2014 and 90 days after the final acceptance date of the PGN FSRU Lampung by the charterer. The PGN FSRU Lampung tranche is repayable quarterly over seven years with a final balloon payment of $29.2 million. The export credit tranche is repayable in quarterly installments over 12 years assuming the balloon payment of the PGN FSRU Lampung tranche is refinanced. If not, the export credit agent can exercise a prepayment right for repayment of the outstanding balance upon maturity of the PGN FSRU Lampung tranche.

The Mooring tranche of $61.9 million bears interest at a rate equal to LIBOR plus a margin of 2.5%. The tranche is repayable at the earliest of March 18, 2015, following the acceptance by the charterer of the Mooring or three months after the date of the Mooring declaration as defined in the PGN FSRU Lampung time charter.

Commitment fees are 1.4%, 0.9% and 1.0% of the undrawn portions of the PGN FSRU Lampung tranche, the export credit tranche and the Mooring tranche, respectively.

The primary financial covenants under the Lampung facility are as follows:

• PT Hoegh must maintain a minimum debt service coverage ratio of 1.10:1.00 for the preceding nine-month period tested beginning from the second quarterly repayment date of the export credit tranche and on each quarterly repayment date thereafter;

• Höegh LNG’s book equity must be greater than the higher of (i) $200 million and (ii) 25.0% of total assets; and

• Höegh LNG’s free liquid assets (cash and cash equivalents or available draws on credit facilities) must be greater than $20 million.

Höegh LNG, as guarantor, has issued the following guarantees related to the Lampung facility: (a) an unconditional and irrevocable on-demand guarantee for all amounts due under the financing agreements, to be released after the date falling 180 days after acceptance of the PGN FSRU Lampung under the time charter subject to the relevant terms and conditions being met; (b) an unconditional and irrevocable on-demand guarantee for the repayment of the balloon repayment installment of the PGN FSRU Lampung tranche callable only at final maturity of the PGN FSRU Lampung tranche; (c) an unconditional and irrevocable on-demand guarantee for PT Hoegh’s obligation to ensure the required balance is in the debt service reserve account on the

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eighth repayment date (or such earlier date as is applicable if an event of default occurs); (d) an unconditional and irrevocable on-demand guarantee for all amounts due in respect of the export credit agent in the event that the export credit agent exercises its prepayment right for the export credit tranche if the PGN FSRU Lampung tranche is not refinanced; and (e) an undertaking that, if the time charter is terminated for an event of vessel force majeure, that, under certain conditions, a guarantee will be provided for the outstanding debt, less insurance proceeds for vessel force majeure. In addition, all project agreements and guarantees are assigned to the bank syndicate and the export credit agent and all project accounts and the shares in PT Hoegh and Höegh Lampung are pledged in favor of the bank syndicate and the export credit agent.

The Lampung facility contains customary covenants that limit, among other things, the ability of PT Hoegh to change its business, sell or grant liens on its property including the PGN FSRU Lampung, incur additional indebtedness or guarantee other indebtedness, make investments or acquisitions, enter into intercompany transactions and make distributions.

The Lampung facility requires cash reserves that are held for specifically designated uses, including working capital, operations and maintenance and debt service reserves. Distributions are subject to “waterfall” provisions that allocate project revenues to specified priorities of use (such as operating expenses, scheduled debt service, targeted debt service reserves and any other reserves) with the remaining cash being distributable only on certain dates and subject to satisfaction of certain conditions, including meeting a 1.20 historical debt service coverage ratio, no default or event of default then continuing or resulting from such distribution and Höegh LNG not being in breach of the financial covenants applicable to it.

The Lampung facility identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including total loss or sale of the PGN FSRU Lampung. The Lampung facility contains customary events of default such as:

• change of ownership;

• inaccuracy of representations and warranties;

• failure to repay principal and interest;

• failure to comply with the financial or insurance covenants;

• cross-default to other indebtedness held by Höegh LNG or PT Hoegh;

• bankruptcy and other insolvency events at Höegh LNG or PT Hoegh;

• occurrence of certain litigation events at Höegh LNG or PT Hoegh;

• the occurrence of a material adverse effect in respect of Höegh LNG, PT Hoegh or the charterer;

• breach of O&M agreement by O&M operator;

• termination or breach of the charter; and

• cross-default to certain material project contracts.

Sponsor Credit Facility with Höegh LNG

In connection with this offering, we expect to enter into a $85 million sponsor credit facility with Höegh LNG. The sponsor credit facility is available for three years, unless otherwise terminated due to an event of default. Interest on drawn amounts is payable quarterly at LIBOR plus a margin of 4.0%. Additionally, we will pay a 1.4% annual commitment fee, payable quarterly, to Höegh LNG on undrawn available amounts under the sponsor credit facility. Drawings on the sponsor credit facility are subject to customary conditions precedent, including absence of a default or event of default and accuracy of representations and warranties in all material respects.

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The sponsor credit facility identifies various events of default that may trigger acceleration and cancellation of the facility, such as:

• failure to repay principal and interest;

• inaccuracy of representations and warranties;

• cross-default to other indebtedness held by us or our subsidiaries; and

• bankruptcy and certain other insolvency events.

Joint Ventures Debt

The debt of our joint ventures is not consolidated on our predecessor’s historical combined carve-out financial statements, but it is included as a component in “Investment in and advances to joint ventures” on our predecessor’s historical combined carve-out balance sheet in accordance with the equity method of accounting.

Loans Due to Owners (Shareholder Loans).    The loans due to owners consist of shareholder loans where the principal amounts, including accrued interest, are repaid based on available cash after servicing of long-term bank debt. As of December 31, 2013 and March 31, 2014, our 50.0% share of the outstanding balance was $24.5 million and $22.9 million, respectively. The shareholder loans are due not later than the 12th anniversary of the delivery date of each FSRU. The GDF Suez Neptune and the GDF Suez Cape Ann were delivered November 30, 2009 and June 1, 2010, respectively. The shareholder loans are subordinated to the long-term bank debt, consisting of the Neptune facility and the Cape Ann facility (described below). Under terms of the shareholder loan agreements, the repayments shall be prioritized over any dividend payment to the owners of our joint ventures. The shareholder loans bear interest at a fixed rate of 8.0% per year. Höegh LNG has loaned 50.0% of the outstanding balance and the other joint venture partners have, on a combined basis, an equal amount of shareholder loans outstanding at the same terms to each of our joint ventures. Höegh LNG’s shareholder loans will be transferred to us in connection with this offering.

The shareholder loans have financed part of the construction of the vessels and operating expenses until the delivery and commencement of operations of the GDF Suez Neptune and the GDF Suez Cape Ann. In 2011, our joint ventures began repaying principal and a portion of the interest expense based on available cash after servicing of the external debt. The quarterly payments include a payment of interest for the first month of the quarter and a repayment of principal. Interest is accrued for the last two months of the quarter for repayment in the latter years of the loans. Since the shareholder loans are subordinated to long-term bank debt, the repayment plan is subject to quarterly discretionary revisions based on available cash after servicing of the long-term bank debt.

Neptune Facility.     In December 2007, our joint venture owning the GDF Suez Neptune, as the borrower, entered into a $300 million secured facility with a syndicate of banks as long term financing of the construction of the GDF Suez Neptune (the “Neptune facility”). As of December 31, 2013 and March 31, 2014, our 50.0% share of the outstanding balance was $133.7 million and $132.5 million, respectively. The facility is secured with a first priority mortgage of the GDF Suez Neptune, an assignment of its rights under the time charter and a pledge of the borrower’s cash accounts. Höegh LNG and the other owners of the borrower have provided a negative pledge of shares in the borrower as security for the facility. In addition, Höegh LNG and MOL guarantee funding of drydocking costs and remarketing efforts in the event of an early termination of the charter.

The Neptune facility is repayable in quarterly installments over 12 years with a final balloon payment of $165 million due in April 2022. The Neptune facility bears interest at a rate equal to three month LIBOR plus a margin of 0.5%. The syndicate of banks also provides interest rate swap contracts to the borrower, which are not reflected in the LIBOR rate for the facility.

There are no financial covenants in the Neptune facility, but certain other covenants and restrictions apply. The borrower is required to maintain insurance coverage for damage to the FSRU equivalent to 120.0% of the

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aggregate outstanding loan balance and loss of hire insurance. The borrower must maintain cash accounts with the syndicate of banks for its operating account and restricted cash for debt service for the next 6 months, including interest payment on the facility and associated interest rate swap contracts and certain distribution accounts. Cash in the operating account from hire rates will be applied for the following purposes in the following order; first, to pay operating costs, insurance, taxes and technical management fees; second, to transfer funds to the restricted cash account for debt service until reserve requirements are met; finally, to transfer funds to certain distribution accounts. Certain conditions apply to making distributions from the distribution accounts, including meeting a 1.20 historical and projected debt service coverage ratio, no event of default then continuing and debt service reserve and retention accounts are fully funded. The facility agreement limits the borrower’s ability to raise additional debt, enter into certain material transactions and make guarantees.

The Neptune facility identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including total loss or sale of the GDF Suez Neptune. The Neptune facility contains customary events of default such as:

• change of ownership;

• inaccuracy of representations and warranties;

• failure to repay principal and interest;

• cross-default to other indebtedness held by the borrower;

• bankruptcy and other insolvency events related to the borrower; and

• termination or breach of the charter.

Cape Ann Facility.    In December 2007, our joint venture owning the GDF Suez Cape Ann, as the borrower, entered into a $300 million secured facility with a syndicate of banks as long term financing of the construction of the GDF Suez Cape Ann (the “Cape Ann facility”). As of December 31, 2013 and March 31, 2014, our 50.0% share of the outstanding balance was $137.1 million and $135.9 million, respectively. The facility is secured with a first priority mortgage of the GDF Suez Cape Ann, an assignment of its rights under the time charter and a pledge of the borrower’s cash accounts. Höegh LNG and the other owners of the borrower have provided a negative pledge of shares in the borrower as security for the facility. In addition, Höegh LNG and MOL guarantee funding of drydocking costs and remarketing efforts in the event of an early termination of the charter.

The Cape Ann facility is repayable in quarterly installments over 12 years with a final balloon payment of $165 million due in October 2022. The Cape Ann facility bears interest at a rate equal to three month LIBOR plus a margin of 0.5%. The syndicate of banks also provides interest rate swap contracts to the borrower, which are not reflected in the LIBOR rate for the facility.

There are no financial covenants in the Cape Ann facility, but certain other covenants and restrictions apply. The borrower is required to maintain insurance coverage for damage to the FSRU equivalent to 120.0% of the aggregate outstanding loan balance and loss of hire insurance. The borrower must maintain cash accounts with the syndicate of banks for its operating account and restricted cash for debt service for the next 6 months, including interest payment on the facility and associated interest rate swap contracts and certain distribution accounts. Cash in the operating account from hire rates will be applied for the following purposes in the following order; first, to pay operating costs, insurance, taxes and technical management fees; second, to transfer funds to the restricted cash account for debt service until reserve requirements are met; finally, to transfer funds to certain distribution accounts. Certain conditions apply to making distributions from the distribution accounts, including meeting a 1.20 historical and projected debt service coverage ratio, no event of default then continuing and debt service reserve and retention accounts are fully funded. The facility agreement limits the borrower’s ability to raise additional debt, enter into certain material transactions and make guarantees.

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The Cape Ann facility identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including total loss or sale of the GDF Suez Cape Ann. The Cape Ann facility contains customary events of default such as:

• change of ownership;

• inaccuracy of representations and warranties;

• failure to repay principal and interest;

• cross-default to other indebtedness held by the borrower;

• bankruptcy and other insolvency events related to the borrower; and

• termination or breach of the charter.

Contractual Obligations

The following table sets forth our predecessor’s contractual obligations for the periods ended as of December 31, 2013:

	Payments Due by Period
(in thousands of U.S. Dollars)	Total		Less than 1  Year		1-3 Years		4-5 Years		More than 5 Years
PGN FSRU Lampung expenditure	$	161,001	$	161,001	$	—	$	—	$	—
Mooring expenditures		31,871		31,871		—		—		—
Total	$	192,872	$	192,872	$	—	$	—	$	—

Off-Balance Sheet Arrangements

As of December 31, 2013 and March 31, 2014, there were no off-balance sheet arrangements.

Critical Accounting Estimates

The preparation of our combined carve-out financial statements and of the combined financial statements of our joint ventures in accordance with U.S. GAAP requires that management make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The following is a discussion of the accounting policies applied by us that are considered to involve a higher degree of judgment in their application. Please read note 2 to the historical audited combined carve-out financial statements included elsewhere in this prospectus.

Construction Contract Revenue and Related Expenses

Revenue on construction contracts are recognized under the percentage of completion method using the ratio of costs incurred to estimated total costs. It is our judgment that until a construction contract reaches at least 25.0% completion, there may be insufficient information to determine the estimated profit with a reasonable level of certainty to recognize a margin on the contract. Revenue from contract change orders, if any, is recognized when the owner has agreed to the change order in writing. Provisions are recognized in the consolidated statements of operations for the full amount of estimated losses on uncompleted contracts whenever evidence indicates that the estimated total cost of a contract exceeds its estimated total revenue. All contract costs, including those associated with change orders, are recorded as incurred, and revisions to estimated total costs are reflected as soon as the obligation to perform is determined. Contract costs consist of direct costs on contracts, including labor and materials and amounts payable to subcontractors and interest.

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The accuracy of our revenue and recognition of a margin in a given period is dependent on the accuracy of our estimates of the cost to complete each project. The main factors that can contribute to changes in estimates of contract cost include: a) the accuracy of the estimated costs in tendering the original bid at a fixed price, b) higher costs due to weather and other delays and c) subcontractor performance issues. These factors may cause fluctuations in the profit margin on the construction contract between periods. As the percentage of completion method relies on the substantial use of estimates, estimates may be revised throughout the life of a construction contract. The construction cost incurred and estimates to complete on construction contracts are reviewed, at a minimum, on a quarterly basis, as well as when information becomes available that would necessitate a review of the current estimate. Adjustments to estimates for a contract’s estimated costs at completion and estimated profit or loss often are required as experience is gained, and as more information is obtained, even though the scope of work required under the contract may not change. The impact of such changes to estimates is made on a cumulative basis in the period when such information has become known. Delays in delivery can also result in delay liquidating damages that would be payable by us to our charterer.

Time Charter Revenue Recognition

Revenue arrangements include the right to use FSRUs for a stated period of time that meet the criteria for lease accounting, in addition to providing a time charter service element. The lease element of time charters that are accounted for as operating leases and any upfront payments for amounts reimbursed by the charterer are recognized on a straight-line basis over the term of the charter. The lease element of time charters that are accounted for as direct financing leases is recognized over the charter term using the effective interest rate method and is included in time charter revenues. Direct financing leases are reflected on the balance sheets as net investments in direct financing leases. The PGN FSRU Lampung time charter will be accounted for as a financial lease.

Evaluation of whether a time charter should be accounted for as an operating or financial lease requires use of judgment. Our evaluations of each time charter requires that we estimate the fair value of our FSRUs, the estimated useful lives of those vessels, whether the option price, if any, represents a bargain purchase option, whether options to extend the time charter are reasonably assured and other factors.

The impact of the change in such estimates could impact our evaluation of the accounting for the time charters as operating or financial leases. Operating leases recognize revenues on a straight-line basis as time charters are paid while financial leases use the effective interest method. Under the effective interest method, part of the payment is reflected as a repayment of the net investment in the direct financing lease (receivable). As a result, the revenue component of a direct financial lease shows a declining profile over time. However, the cash flows from time charters are not impacted by the accounting treatment applied.

Our time charters may include provisions for the charterer to make upfront payments for fees for certain vessel modifications, drydocking costs or other additions to equipment or spare parts.

Fees for modifications or other additions to equipment are deferred and amortized over the shorter of the remaining charter period or the useful life of the additions. Payments of fees for reimbursement of drydocking costs are recognized on a straight-line basis over the period to the next drydocking, which is generally five years.

Estimated Useful Lives

The estimated economic life of our FSRUs is 40 years. Depreciation of FSRUs is calculated on a straight-line basis using our estimated useful life, less the estimated residual value. Our estimated useful life represents our best estimate of the period we will use the vessel, while the estimated economic life may involve periods an asset will be used by others. Our business model is to provide time charters of five years or more. Charterers tend to prefer newer vessels for long-term charters. Accordingly, we have estimated that the estimated useful life, or depreciable life, to us is 35 years.

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Recent Accounting Pronouncements

There are no recent accounting pronouncements, the adoption of which would have a material impact on the combined financial statements in the current year or that are expected to have a material impact on the combined carve-out financial statements in future years.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market risks, including interest rate and foreign currency exchange risks.

Interest Rate Risk

Interest rate swap contracts can be utilized to exchange a receipt of floating interest for a payment of fixed interest to reduce the exposure to interest rate variability on our outstanding floating rate debt. As of December 31, 2013 and 2012, there were no interest rate swap contracts for the PGN FSRU Lampung’s activity. On March 17, 2014, we entered into forward-starting interest rate swaps related to the Lampung facility with a nominal amount of $237.1 million, which have the effect of converting interest payments from floating to a fixed rate of 2.80% and which were designated as cash flow hedges for accounting purposes. Please read note 14 to our predecessor’s historical unaudited condensed interim combined carve-out financial statements.

As of March 31, 2014, the following interest rate swap agreements were outstanding:

(in thousands of U.S. dollars)	Interest rate index		Notional amount		Fair value carrying amount liability			Term		Fixed interest rate (1)
LIBOR-based debt
Interest rate swaps (2)		LIBOR	$	237,100	$	(3,466	)		Sept 2026		2.8	%

1) Excludes the margins paid on the floating-rate debt.

2) All interest rate swaps are U.S. dollar denominated and principal amount reduces quarterly.

Our joint ventures have utilized interest rate swap contracts as described in note 13 to our joint ventures’ historical audited combined financial statements.

Foreign Currency Risk

All revenues, financing, interest expenses from financing and most expenditures for our assets are denominated in U.S. Dollars. Certain operating expenses can be denominated in currencies other than U.S. Dollars. For the three months ended March 31, 2014 and 2013 and for the years ended December 31, 2013 and 2012, no derivative financial instruments have been used to manage foreign exchange risk.

Concentration of Credit Risk

Financial instruments, which potentially subject us to significant concentrations of credit risk, consist principally of cash and cash equivalents, restricted cash, trade receivables and derivative contracts (interest rate swap contracts), if applicable. The maximum exposure to loss due to credit risk is the book value at the balance sheet date. Cash and cash equivalents and restricted cash are placed with qualified financial institutions. Periodic evaluations are performed of the relative credit standing of those financial institutions. Credit risk related to trade receivables is limited by performing ongoing credit evaluations of the customers’ financial condition. In addition, time charters generally require the payment of the time charter hire rates on the first banking day of the month of hire, which limits the risk of non-performance. We have made advances for the construction of the PGN FSRU Lampung to HHI. The ownership of the PGN FSRU Lampung is transferred from the yard to us at delivery. The credit risk of the advances is, to a large extent, reduced through irrevocable refund guarantees issued by banks. As of March 31, 2014, cumulative installment payments made to HHI amounted to approximately $101.2 million for the PGN FSRU Lampung under construction. In addition, we have made advances for the construction of the Mooring of approximately $40.7 million as of March 31, 2014, which do not have bank guarantees and would be subject to loss if the contractor failed to deliver.

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INDUSTRY

All of the information and data presented in this section has been provided by Fearnley Consultants AS, or Fearnley Consultants. Fearnley Consultants has provided us certain statistical and graphical information contained in this prospectus. Fearnley Consultants has advised that the statistical and graphical information contained herein is drawn from its database and other sources. We do not have any knowledge that the information provided by Fearnley Consultants is inaccurate in any material respect. In connection therewith, Fearnley Consultants has advised that: (i) certain of the information provided is based on estimates or subjective judgments, (ii) the information in the databases of other shipping data collection agencies may differ from the information in Fearnley Consultants’ database and (iii) while Fearnley Consultants has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data collection is subject to limited audit and validation procedures.

Overview of the Natural Gas Market

Natural gas is projected to be the fastest growing of the fossil fuels—with demand rising at an average of 1.9% per year from 2012 to 2035 according to the “BP Energy Outlook,” January 2014 edition. Industrial use and power generation account for the largest incremental increases to projected demand by sector.

For many consumers, natural gas is a very cost competitive energy source. As natural gas is viewed as having the lowest environmental impact of the hydrocarbon fuels, it has become the preferred fuel for the electric power and industrial sectors in many parts of the world. Additionally, it is finding increasing application as a transportation fuel, replacing traditional transportation fuels. The low carbon intensity and clean burning characteristics of natural gas are helping to achieve policy goals for reductions in greenhouse gases and particulate emissions globally.

The consumption of natural gas is expected to grow for a number of reasons, including:

• global economic growth, which is expected to lead to additional energy demand;

• natural gas being viewed as more environmentally friendly than other fossil fuels;

• the availability of large reserves of natural gas that can be extracted and brought to market at competitive prices; and

• further market deregulation that allows natural gas to compete more effectively on economic grounds with other fuel types.

The graph below shows projected world energy consumption by fuel type:

Source: BP Statistical Review of World Energy 2013 and BP Energy Outlook 2035: January 2014 edition.

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Introduction to Liquefied Natural Gas

The LNG trade developed from a need to transport natural gas over long distances with greater flexibility than is allowed by its movement via pipelines. Condensing natural gas into liquid form reduces its volume by a factor of over 600, making LNG an efficient means of transporting and storing natural gas in significant quantities. LNG’s share of internationally traded natural gas has grown in importance, accounting for 31% of natural gas traded internationally in 2013. LNG exports are expected to grow more than twice as fast as overall natural gas consumption, at an average of 3.9% per year from 2012 to 2035 according to the “BP Energy Outlook.”

LNG is natural gas (predominantly methane (CH4)) that has been converted to liquid form by cooling it to -160 degrees centigrade under compression.

The processing of natural gas, transportation of LNG and regasification process requires specialized technologies, complex liquefaction processes and cryogenic materials. The specially built carriers in which LNG is transported have heavily insulated cargo tanks that maintain cryogenic temperatures by allowing a small portion of LNG to evaporate as boil-off gas.

LNG projects are capital intensive. LNG project sponsors are typically large international oil and gas companies often partnering with national oil and gas companies on the export side of the chain. The importers of LNG are typically large, regulated natural gas companies or power utilities. The diagram below shows the flow of natural gas and LNG from production to regasification:

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LNG Supply

Global LNG production and exports have grown significantly over the last two decades, surpassing 100 million metric tons (“mt”) in 2000 before climbing to approximately 238 million mt in 2013. Global exports are expected to continue to grow over the next decade, with a number of projects due to come on-stream. As of January 2014, there were 90 liquefaction process units (often called trains) in 18 LNG exporting countries with an aggregate capacity of over 280 million metric tons per annum (“mtpa”), and as of May 2014, Papua New Guinea has become the 19^th exporting country. There are several reasons for the surplus of capacity over exports, including plant maintenance, declining or shortage of gas supply and plant age. Aggregate LNG production capacity under construction for completion by the end of 2020 is over 110 million mtpa. The following chart shows existing LNG exporting and importing countries globally, as well as countries that are expected to become exporters of LNG:

LNG Importing and Exporting Countries

Source: Fearnley LNG January 2014.

Since 2006, Qatar has been the largest exporter of LNG, accounting for approximately 78 mt or 33% of global LNG exported in 2013. Other major exporters and exported volumes in 2013 include Malaysia (approximately 24 million mt), Australia (approximately 22 million mt) and both Indonesia and Nigeria (approximately 17 million mt each). Some exporters have seen their LNG production fall as reserves have been depleted. In some cases, such as Oman and Egypt, natural gas has been diverted away from LNG facilities to supply local requirements.

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The graph below shows LNG production by region and year since 1970. For the first time since 1980, LNG production declined in 2012 and 2013. The graph does not show re-exported LNG volumes in 2013 which, if included, would result in overall LNG trade movements similar to the level of 2012.

Source: BP Statistical Review 2004-2012 and Fearnley LNG.

LNG production is expected to grow significantly in the next decade. In May 2014, LNG production commenced in Papua New Guinea to be followed shortly thereafter by production from the first of the new greenfield projects in Australia, where over 60 million mtpa of capacity is currently under construction and expected to come on-stream before the end of 2017. This is expected to be supplemented by the production of LNG from several projects situated along the U.S. Gulf Coast, the first of which is planned to be on-stream in early 2016. Of particular significance is the fact that much of the new LNG production export capacity planned or under construction from the U.S. and Canada is based on the supply of unconventional gas sources especially that sourced from coal bed methane (“CBM”) and shale gas deposits. The development of LNG export projects in the U.S. and Canada may have a particularly significant impact on demand for floating LNG (“FLNG”) infrastructure. This is due to the fast track development potential, cost levels and flexibility FLNG gives for siting a plant. FLNG could also be modularized, using several FLNG units to reach production targets, for an export plant development. As recently as six years ago, North America was expected to be an importing region for LNG. Instead, the U.S. and Canada may well become significant exporting countries by 2020. Additionally, Mozambique and Tanzania are promoting large LNG export projects, and Russia has several projects planned and under development.

The large capacity of several newly proposed land based LNG production projects reflects the need to achieve economies of scale, which requires substantial capital investment. This has prompted increased interest in FLNG production, which often has lower capital requirements. FLNG projects are under construction in Australia, Columbia and Malaysia and under consideration in several locations around the world, especially in Australian, Indonesian and Malaysian waters. FLNG is now a more widely accepted means of monetizing small gas reserves that would not justify land based plants.

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LNG Demand

Countries with LNG import facilities increased from 12 in 2000 to 29 in 2013. As of January 2014, there were approximately 100 import terminals with a combined import capacity of over 650 million mtpa.

The chart below shows the main LNG importing countries or regions and their developments in importing volumes:

Annual LNG Imports by Country/Region (2008—2013)

(BCF/Year)

Source: BP Statistical Review 2008 and Fearnley LNG 2013.

Asia has been, and is expected to remain, the major demand region for LNG. Lack of local energy resources within countries like Japan, Korea and Taiwan gave rise to the LNG business and in 2013, these three countries accounted for close to 60% of global LNG demand. India and China, which together accounted for approximately 13% of global LNG imports in 2013, are also expected to increase their imports significantly over the next decade.

By contrast, LNG demand in both Northern and Southern Europe has stagnated in the last two years, due to the economic recession coupled with more pipeline gas availability and increased imports of coal for power generation. One consequence of this, but also a new development in LNG trading and commerce due to the increasing commoditization of LNG, is that re-export of LNG from import terminals in Europe (and other places) is now taking place on a regular basis. Much of this LNG is being re-exported to South America and Asia, where recent prices have been consistently higher than in Europe.

In North America, robust growth in domestic shale gas production has significantly reduced imports of LNG. Most U.S. based LNG import terminals have applied for permission to become exporters. Mexican LNG imports have been growing, and Mexico now has three import terminals in operation serving local markets.

The Caribbean remains a small importer of LNG, with approximately 2 million mtpa of the aggregate Caribbean import capacity in 2013 being consumed by the Dominican Republic and Puerto Rico, with both countries expected to increase their LNG consumption.

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South American countries Argentina, Brazil and Chile, collectively, accounted for approximately 5% of global LNG imports in 2013, and their combined imports are expected to grow. In 2015, Uruguay is expected to join these countries with its first LNG imports via FSRU, as in Brazil and Argentina.

The development of new, smaller and/or niche markets for LNG is further driving growth. For example, Kuwait and Dubai both import LNG seasonally and utilize FSRU technology to meet power demands. Additionally, Thailand, Singapore, Indonesia and Malaysia have established LNG import facilities, while countries like Vietnam, Philippines and United Arab Emirates are also considering LNG importation. Some potential new markets for LNG may not have existing natural gas infrastructure in place today. Floating infrastructure may, therefore, be a well suited import solution for these markets.

One of the key drivers of the international trade of LNG has been the variation in prices by region. Gas markets have tended to be subject to considerable regulatory intervention, which has impacted pricing, and different markets have placed different values on natural gas. At one end of the scale is the U.S. where gas prices are not subject to regulation and the price of gas is set according to supply and demand dynamics at various trading hubs across the continent. In contrast, Japan has no natural gas resources of its own and has to import LNG. In Japan, LNG is seen as being an alternative to imported crude oil and LNG has historically been priced by linkage to the price of imported oil. Europe is somewhat of a hybrid case, where long term imported gas is most often priced with reference to crude oil and oil product prices but competes at the margin with spot supplies of gas, including imported LNG.

The graph below shows mid-week natural gas prices from February 2011 to May 2014 in Europe (represented by prices at the National Balancing Point (“NBP”) in the UK), the U.S. (represented by the Henry Hub prices) and Japan/Korea (represented by the Far East DES market). Demand in the Japan/Korea market is mostly covered by LNG imports, while Europe and North America also have domestic natural gas production.

Source: Fearnley LNG May 2014.

In addition to developments in demand for natural gas, specific demand for LNG can be affected by short and/or long term drivers. Short-term demand for LNG is typically driven by the following:

Weather.    A proportion of natural gas demand and, hence, LNG demand, is based on heating or cooling needs. Therefore, colder or warmer than normal weather will increase natural gas demand. Limited rain (less hydropower) may also increase demand for alternatives like LNG.

Changes in Energy Supply Sources.    All countries or regions operate with a portfolio of energy sources and this diversity provides for substitution of alternative energy sources in the event of disruption or failure of supply from an existing source.

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Availability and Prices.    The location of LNG supplies and the ability to compete with pipeline gas or other energy carriers in terms of price affects LNG demand.

Short and long-term demand for LNG can also be driven by unforeseen events like natural disasters, changes in policy/political changes, supply disruptions or sudden changes in the energy mix used in the region.

Long-term demand for LNG is typically driven by the following:

• Economic Growth in LNG Importing Countries.    This will remain the primary driver for increased natural gas use and, therefore, LNG demand.

• The Environment.    The push for improved air quality and reduced greenhouse gas emissions has operated to the benefit of LNG compared to other fossil fuels.

• Policy Decisions.    Government policy has a major role to play in the determination of a country’s mix of energy resources.

• Declining Supplies of Alternatives.    LNG has found application in replacing indigenous natural gas supplies. This is especially noticeable in Indonesia and Malaysia (but is also present in other countries and regions), where domestic gas demand now needs to be fulfilled by LNG, potentially accelerating the development of FSRU solutions;

• Perception of Availability.    As long as gas reserves are perceived as being abundant, the impetus for development of LNG commerce is inevitably raised. In North America, the shale gas revolution has created significant pressure for the development of LNG exports;

• Delinkage from Oil Pricing.    The abundance of shale gas in the U.S. priced on the basis of the Henry Hub, which is priced independently of oil, has now presented the opportunity for LNG buyers to purchase LNG that is at a price reflective of market levels of supply and demand instead of being priced as a percentage of its crude oil thermal equivalent.

LNG Trade

A combination of factors is expected to drive the expansion of the LNG trade, which exceeded 100 million mt in year 2000 and is projected by several oil majors to surpass 350 million mt by the end of 2020. LNG demand closely parallels LNG supply, but seasonal imbalances and unforeseen events give rise to spot market trading and diversion of cargoes to centers of short term demand. As the highest number of consumers are located in the northern hemisphere, this area tends to see more diversion of LNG cargoes to meet peak market demand in this area during the winter. During summer months in the northern hemisphere, demand is lower and LNG cargoes are diverted to regions with higher demand during this period like Argentina, Kuwait and Taiwan.

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Traditionally, LNG was a point to point trade, using dedicated carriers and assets serving dedicated contracts with little to no deviation (or ability to deviate) over the contract period. More recently, increasing volumes of LNG are becoming destination flexible, instead of being dedicated to point-to-point trade. The chart below shows major natural gas trade routes in 2006 and in 2013.

In 2006, the pattern of trade movements reflected, to a significant degree, the long term charters and contract structures in place in the market. There was a clear separation between east of Suez and west of Suez markets, with the notable exception of Qatari LNG, which was sold into both market regions. The lack of arbitrage opportunities essentially meant that spot LNG would obtain the highest value in the market closest to its origin. The high price of natural gas in the U.S. resulted in this becoming the most attractive market for mainly west of Suez marginal LNG and in mid-2006, the equivalent of over 20 million mtpa of LNG was being imported to the four active U.S. LNG import facilities. In 2013, the position changed considerably. Natural gas use has increased, infrastructure has been built, the spot market for LNG has continued to grow and, most significantly, shale gas production in the U.S. has displaced the need for importing LNG into the U.S. LNG imports have been fast-tracked to countries such as Argentina, Brazil and Chile often using FSRUs. South America had five terminals in 2013, four of them being FSRU based and one being a floating storage unit (“FSU”), adding a total of over 8 million mt to global LNG demand. Furthermore, an increasing amount of LNG is being sold in the short-term and spot market. The increased size of the LNG industry, greater worldwide availability of regasification facilities, customers and shipping, together with other developments, such as the development of FSRUs which can be moved from one demand center to another, has helped create more physical flexibility in the LNG trade, but also more confidence among investors and financiers in the LNG industry.

Extra production contingency is incorporated in the design of liquefaction plants. Therefore, liquefaction plants often have spare production capacity that can be used to generate more LNG cargoes for sale, if needed. Spare production may not be controlled by long-term buyers and may be available for sale to third parties. Some older LNG plants have finished their long term agreements and then become free to market their volumes to other buyers. These developments have spawned a spot and short-term market for LNG that accounted for around 27% of global trade in 2013, according to the International Group of Liquefied Natural Gas Importers (“GIIGNL”).

A major development in this area is the advent of portfolio players such as Royal Dutch Shell plc, BG Group plc and BP plc, each of whom have access to multiple sources of LNG and control fleets of carriers that they can direct to deliver volumes to markets on a global basis. These developments have allowed marginal LNG to be diverted into markets with higher prices. LNG buyers have also found ways to resell, re-export or divert cargoes into the open market, providing greater liquidity of LNG and opportunities for traders, who are relatively recent participants in LNG commerce. These developments are significant for FSRU projects, which may depend on availability of destination flexible LNG for early sourcing of cargoes.

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New or improved trade routes are expected to influence LNG logistics and commerce in future years. The expansion of the Panama Canal will give Asian and Chilean buyers access to U.S. Gulf Coast sourced LNG and encourage further export terminal development in the U.S. In addition, the Northern Sea Route is likely to provide Asian importers access to LNG from projects such as Yamal LNG in Russia. Exports along Canada’s Pacific coast are expected to create new trade routes to Asia.

Floating Regasification Vessels

Traditionally, the import of LNG and its regasification has been done in land based terminals. However, the interest in and use of floating import and regasification solutions is increasing.

Floating regasification vessels may be called shuttle and regas vessels (“SRVs”) or LNG regas vessels (“LNGRVs”) but are more commonly referred to as FSRUs or Floating Storage and Regasification Units. FSRU technology represents a flexible, proven, expedient and cost effective means of allowing countries or regions to import LNG. At the end of May 2014, the global fleet of FSRUs comprised 19 units, with another 7 under construction and expected to be delivered by the end of 2016.

The underlying technology used in an FSRU is that of heat exchange between LNG and a warm fluid resulting in vaporization of the LNG into the gaseous state for delivery to shore. The fluid may either be seawater—often referred to as open loop vaporization—or recirculated water heated by a natural gas fired boiler on the FSRU itself—often referred to as closed loop vaporization. Vaporization capacity varies by vessel and is typically specified as a combination of continuous vaporization capacity (base capacity) and peak vaporization capacity (peak capacity). The vaporized LNG is replenished by delivery of LNG into the FSRU from feeder vessels.

Key benefits of FSRU technology include:

• Speed.    Planning, siting, permitting and constructing a traditional, land based LNG terminal typically requires five to six years. In comparison, FSRU projects typically take less than 24 months to execute, and have been implemented in as little as six months.

• Reduced Costs.    FSRUs are considerably less capital intensive than a land based LNG terminal, where even small terminals can cost upwards of $600 million. More importantly, the providers of FSRUs are prepared to retain ownership of their vessels and charter them to the importing company for a short, medium or long term period, avoiding the need for major capital outlays and corresponding financing requirements.

• Greater Cost Certainty.    An importer has greater clarity on fees for regasification services and delivery of gas with an FSRU as compared to a land based LNG terminal, which may be more likely to face construction cost overruns and uncertainty around terminal throughput fees.

• Operational Flexibility.    FSRU operators have entered into agreements as short as three years, whereas land based LNG terminals often require long term commitments of 15 years or more.

• Market Flexibility.    Some FSRUs can also be operated as conventional LNG carriers and owners have been prepared to build such vessels on a speculative basis. This has made FSRU technology flexible in terms of being generic and able to meet different market needs and finding solutions to terminal location challenges.

However, FSRUs are not without limitations and constraints. Land-based terminals typically have larger storage capacity and potentially larger gas send out capacities than FSRUs, especially FSRUs that are a result of LNG carrier conversions. This disadvantage could be partially mitigated by using multiple FSRUs. Greater storage capacity of land-based terminals facilitate faster cargo offload in a situation when storage tanks are partially full. The boil-off rate of an FSRU is higher than that of a land based terminals, and boil-off gas that cannot be used for fuel or regas purposes has to be flared in the gas combustion unit. The limitations on the

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physical size of an FSRU prevent it from having as much redundancy of vaporization equipment as a land-based terminal. As a result, an FSRU is more vulnerable to equipment outages, and thus requires the FSRU provider to hold very high standards regarding operations and maintenance. A technical problem with an FSRU could require a visit to drydock, which would result in a loss of service.

Demand for FSRUs

Demand for FSRUs derives from LNG importers wishing to implement a quick and flexible LNG import solution due to demand growth expectations. FSRUs can be a long-term solution or a short-term solution that is replaced by a land based plant over time.

Whereas land-based LNG terminals are typically targeted at supplying larger baseload volumes of regasified LNG to a market, FSRUs tend to be more focused on smaller markets or markets with fluctuating demand or seasonality. For example in the case of Kuwait, LNG importation through an FSRU is undertaken to meet the peak power demand during the summer. In Tianjin, China, an FSRU is utilized to meet winter demand peaks, while in Brazil, LNG import via an FSRU is largely undertaken to accommodate seasonal fluctuations in hydroelectricity supply. Certain import countries or markets view their FSRUs as important diversifiers of supply that contribute to energy security.

Each FSRU project has its own demand dynamics. FSRU technology is capable of addressing a wide spectrum of natural gas market applications, which facilitates the opening of new markets for LNG.

Fearnley Consultants believes that there are more than 60 plans being considered for floating import terminal projects around the world, but not all projects will materialize. Below is a map showing the location of existing terminals, terminals under construction and selected potential floating import projects.

Source: Fearnley LNG, May 2014.

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The charts below show world FSRU fleet development and monthly imports into FSRU terminals where they are deployed. The operating FSRUs have experienced increased utilization as demand in the local market they serve is growing. The first FSRU ship ever built was delivered in 2003, and the first terminal projects were developed and completed in mid-2005.

Source: Fearnley LNG, May 2014.

FSRU Market Participants

The following are regarded as key players with experience and/or vessels on order in the FSRU market:

• Excelerate Energy: interest in eight existing units and one recently delivered newbuilding for the VT3 project in Guanabara Bay, Brazil. Excelerate Energy currently operates two terminals in Argentina, one in Israel, and the recently commissioned terminal in Brazil.

• Golar LNG: interest in five existing units (all converted), one recently delivered unit for Kuwait and two more newbuildings on order. Golar LNG operates two converted units in Brazil and one in Kuwait, Dubai and Indonesia. One of the newbuildings has a contract in Jordan, and the other is open.

• Höegh LNG: interest in two existing vessels, two newly delivered vessels, and two newbuildings on order. With delivery of the first two newbuildings, Höegh will be operating terminals in China, USA, Indonesia and Lithuania. As of the end of May 2014, only the last one of the two of the newbuildings was open.

• BW Gas: interest in two open newbuildings on order.

• EXMAR NV: has partial ownership in some Excelerate Energy FSRU vessels, but operates all the FSRUs for Excelerate Energy and, hence, is regarded as an experienced player in this market

• MOL has one large FSRU newbuilding under construction for Uruguay.

FSRU Design Trends

Companies offering FSRU technology have adopted two different approaches. The first has been the conversion of existing LNG carriers to FSRUs. In many cases, older LNG carriers were built to high construction standards in respect of hulls and tank systems. As such, these provide a viable platform for conversions to FSRUs via the addition of regasification skids and refinement of the vessel’s utility and instrumentation systems and, if necessary, an upgrade of the mooring systems. With one exception, all conversions have been of spherical tank carriers, which pose challenges due to the limited deck space available for regasification equipment. To date there have been five conversions, with additional candidate vessels earmarked for conversion if/when suitable projects arise.

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The alternative and more common approach recently has been to design purpose-built newbuilding FSRUs. This has allowed owners to opt for larger and more efficient storage and regas capacity vessels, which are better matched in capacity to modern day LNG carriers. The ability to transfer a full cargo load from an LNG carrier to an FSRU is an operational advantage. Newbuildings also take advantage of improvements in membrane containment technology to accommodate sloshing loads and improvements in fuel efficiency. Newly built FSRUs also give them the option of being able to operate as conventional LNG carriers in the charter market. Existing FSRUs cargo capacity and those under construction range in capacity from 125,000 cbm to 170,000 cbm, with most of the converted carriers being smaller sized and the new FSRUs being larger as LNG carrier sizes have increased.

The technology for regasification is well established, although some modifications may be required for specific locations, such as the installation of hard arms for LNG transfer from incoming carriers, mooring arrangements and peak send-out requirements. The trend in capacity configuration of new FSRUs is to have more efficient regasification of the LNG with higher base and peak regasification rates.

Floating LNG Production

Floating production technology is well established in the oil industry, where there are approximately 150 floating production, storage and offloading units in operation at offshore oil fields today. Although not on the same scale, it is logical to expect that FLNG production could become a mainstream activity in the future.

The concept of siting LNG production facilities on floating structures has been present in the LNG industry for over 20 years, and is starting to gain momentum. A FLNG unit assembled in a controlled environment in a shipyard is now generally considered to have significantly reduced cost and schedule risk compared to a land-based plant, and it does not require large gas reserves in order to achieve economies of scale.

In addition, considerable progress has been made in making LNG liquefaction processes work in an offshore environment. As a result, offshore LNG production from floating facilities has now become an accepted means of monetizing particularly small or remote gas fields.

Early movers in offshore FLNG include Royal Dutch Shell plc, with its large Prelude FLNG facility offshore Australia that is being built in a Korean shipyard and expected to come on stream in 2017, and Petronas of Malaysia, which has under construction two smaller FLNG units to exploit its Kanowit and Rotan fields offshore Malaysia. Together, these initiatives are creating momentum for FLNG production. Seeing FLNG as a natural extension of their technical capabilities, existing FSRU owners are extending their interests into FLNG, and are offering solutions to the market accordingly.

In parallel to a true offshore based FLNG configuration, FLNG developers and providers are increasingly looking at smaller near-shore, ship or barge-mounted units with a typical capacity of up to 2.0 million mtpa. The first of such units, a 0.5 million mtpa capacity plant built in China for a project in Colombia, is expected to enter service in 2015.

Considerable interest in near-shore technology has arisen in the wake of shale gas discovery in North America, with FLNG units being proposed both for U.S. Gulf Coast and Western Canada application. Such projects could lead to more extensive developments in FLNG technology. Barge-mounted production facilities in particular, offer considerable cost savings compared with land-based LNG plants, and may pose fewer challenges with regard to permitting, project execution and financial and operational risk.

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Below is a map illustrating FLNG projects under construction and other potential projects under development:

LNG Carriers

LNG carriers are purpose built and technically advanced vessels. The distinguishing feature of LNG carriers is the technology used to contain the LNG and the means of handling the natural boil-off from the cargo.

In terms of cargo containment systems, there are two leading tank technologies that dominate the market:

• self-supporting tank designs, including the Moss-type system, in which LNG is contained in a spherical, insulated aluminum tank, and the lesser used IHI design, consisting of a conventionally shaped tank fabricated from aluminum. In both cases the tank provides the mechanical support for the fluid it holds; and

• membrane tank designs, which have a load bearing inner steel hull that is lined with insulation and two thin barriers, or membranes, of metal to prevent the cargo from coming into contact with the steel hull.

Both tank technologies are well proven. While self-supporting tank designs were favored in the first 35 years of the LNG industry, membrane technology has since become more popular, particularly due to its lower cost of operations.

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Vessel Prices and Vessel Sizes

Vessel construction prices have shown significant variation over the years. This is due to a number of factors, including the limited number of yards capable of constructing LNG carriers in the early days of this industry and the opportunity cost of building other types of vessels in the time it takes to construct an LNG carrier. Steel, aluminum and labor costs also impact the price as do currency exchange rates. Over time, construction prices have tended to trend downwards as improved efficiency in construction methods has allowed for more of a production line approach to construction. This, coupled with greater standardization of design, has reduced the time and resources needed to construct vessels. Subject to their general workload, the most efficient shipyards can now build a LNG ship in less than 28 months from steel cutting to delivery. The graph below shows historical newbuilding prices for LNG carriers.

LNG carriers have increased in cargo carrying capacity over the last two decades. The first large ‘standard’ size LNG carriers were built in the 1970s and were around 125,000 cbm capacity. This carrier size continued to be built well into the early 1990s. Since then, ship sizes have gradually increased to today’s typical designs of 160-175,000 cbm. The interest in increasing vessel cargo capacity has been driven to a large degree by the need to obtain economies of scale in LNG transportation and reduction in unit freight costs. LNG transportation remains a significant cost element in the LNG value chain. The largest vessels in operation, the Q-Flex and Q-Max LNG carriers, serving Qatari LNG, are 215,000 cbm and 263,000 cbm in size, respectively. Recently, the LNG industry is focused on building vessels from 160-180,000 cbm that will be able to transit the expanded Panama Canal.

LNG Carrier Development and Propulsion

Driven by growth in LNG demand and the length of transportation routes, the LNG fleet above 50,000 cbm capacity grew from approximately 110 vessels in 2000 to 368 vessels by end of 2013 or more than 250%. The order book at the end of 2013 was over 110 vessels above 50,000 cbm or around 30% of the existing fleet. The LNG fleet is relatively young with an average age of approximately 11 years, representing about one-third of the average expected vessel life.

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In recent years, there has been limited scrapping of LNG carriers above 100,000 cbm, but there are a relatively large number of carriers that will exceed 25 and even 35 years trading life in the near future. The chart below displays the existing fleet deliveries per year and historical and projected development of the LNG fleet based on the cumulative number or ships delivered and on order as of May 2014:

Source: Fearnley LNG May 2014.

The world LNG fleet above 100,000 cbm was more than 300 vessels in 2008 and is expected to be more than 400 vessels during 2014. Fearnley expects the world LNG fleet to be more than 500 vessels by the end of year 2018 excluding FSRUs.

Traditionally, LNG carriers were steam turbine driven vessels. This was mainly to enable the carriers to use the natural gas boil-off gas from the cargo tanks as fuel to the vessel’s boilers. However, new technology has made it possible to burn gas in medium speed and slow speed engines, and this has significantly reduced fuel consumption and emissions in LNG vessels. Modern vessels, therefore, have better fuel economy, are larger and have less boil-off than vintage carriers. This development can be seen in the chart above, which indicates a trend to move away from steam turbine to dual fuel diesel electric (“DFDE”) propulsion or slow speed diesel (“SSD”) propulsion mainly used on the Qatar LNG fleets.

LNG Shipping Market

The LNG shipping market is a global market with a range of players, including LNG producers, national and international public and private owners, LNG importers and LNG traders. LNG producers can either construct their own dedicated, or captive, fleet or charter in from third party owners, or let the buyers do the shipping. Historically, constructing a dedicated fleet has been the preferred medium for acquiring shipping capacity, as it gave buyers greater comfort that the shipping was being owned and managed by the producer. However, this has often resulted in a costly captive fleets, as project shareholders demand similar returns from shipping as they do from the production facility itself. By comparison, third party owners are generally prepared to accept lower charter rates and are able to access more cost effective forms of finance and operation. As a result, they may be able to offer competitive shipping solutions and users of ships no longer need to tie up capital

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in ships. Projects such as Snohvit LNG (Norway), Angola LNG , Yemen LNG and Tangguh LNG (Indonesia) have followed the strategy of third party shipping, and this is expected to be the case for several of the projects currently being developed.

While long term charters of typically 20 years have been the norm in the industry, some projects are now considering charters of shorter duration in order to give them the flexibility to change the size and number of vessels in their fleet or to switch to different sizes or more efficient vessels for their particular trades at a later stage.

There have been relatively high barriers to entry for independent owners to enter the LNG shipping industry. More recently, as shipbuilding prices decreased, independent owners have ordered vessels on speculation (i.e. without a contract), providing a small, but growing pool of third party owned vessels available for charter in the LNG shipping market. The timing of proposed LNG exports from North America is expected to benefit such owners because (i) all of such LNG is destination flexible, (ii) LNG will require considerable shipping capacity to move it to the markets where it is needed most, notably Asia and (iii) most of the LNG will be controlled by charterers likely looking for third-party tonnage rather than captive fleet.

The presence of speculatively built LNG vessels has been critical to the evolution of the LNG spot market and the ability of the LNG industry to become more liquid, flexible and to meet short-term demand changes.

Below is a chart showing charter rate developments since 2006. Rates have been volatile and to a certain degree seasonal in this market.

Source: Fearnley LNG May, 2014.

Safety and Security

While LNG is a non-explosive, non-toxic and non-corrosive, it is classified as a hazardous substance and, as such, must remain in containment at all times. Considerable research has gone into the design of LNG vessels and LNG handling systems to reduce the risks of operating LNG carriers, including the risk of accidental spillage. Owners of LNG carriers and their managers are expected to operate to very high standards, and vessels and crews regularly undergo training, inspections and vetting procedures to ensure that standards are maintained. LNG has its own organization dedicated to the safe handling of LNG, the Society of International Gas Tanker and Terminal Operators (“SIGTTO”).

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According to SIGTTO, to date and after more than 70,000 shipments of LNG since 1965, there has been no release of LNG as a result of a collision involving an LNG vessel. Furthermore, no LNG carriers have been boarded by pirates.

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BUSINESS

Overview

We are a growth-oriented limited partnership formed by Höegh LNG Holdings Ltd. (Oslo Børs symbol: HLNG), a leading floating LNG service provider, to own, operate and acquire FSRUs, LNG carriers and other LNG infrastructure assets under long-term charters, which we define as charters of five or more years. At the closing of this offering, interests in our initial fleet of FSRUs will be contributed to us by Höegh LNG.

Our initial fleet will consist of interests in three modern FSRUs that operate under long-term charters with major energy companies or utilities. We intend to grow our business in the FSRU, LNG carrier and LNG infrastructure market through acquisitions from Höegh LNG and third parties. We also believe we can grow organically by continuing to provide reliable service to our customers and leveraging Höegh LNG’s relationships, expertise and reputation.

Upon the closing of this offering, our initial fleet will consist of interests in the following vessels:

• a 50% interest in the GDF Suez Neptune, an FSRU built in 2009 that is currently operating under a time charter with GDF Suez, a subsidiary of GDF Suez S.A., a French publicly listed, government-backed, electric utility company, and the leading LNG importer in Europe in 2012, that expires in 2029, with an option to extend for up to two additional periods of five years each;

• a 50% interest in the GDF Suez Cape Ann, an FSRU built in 2010 that is currently operating under a time charter with GDF Suez that expires in 2030, with an option to extend for up to two additional periods of five years each; and

• a 100% economic interest in the PGN FSRU Lampung, an FSRU built in 2014 that is expected to commence operations in July 2014 under a time charter with PGN, a subsidiary of an Indonesian publicly listed, government-controlled, gas and energy company that constructs gas pipelines and infrastructure and distributes and transmits natural gas to industrial, commercial and household users, that expires in 2034, with options to extend either for an additional 10 years or for up to two additional periods of five years each.

For a description of our joint venture partners and the joint venture agreements related to the vessels in our initial fleet, please read “Our Joint Ventures and Joint Venture Agreements.”

We intend to leverage our relationship with Höegh LNG to make accretive acquisitions, which would be expected to increase our per unit cash available for distribution, of FSRUs, LNG carriers and other LNG infrastructure assets with long-term charters from Höegh LNG and third parties. Pursuant to the omnibus agreement we will enter into with Höegh LNG, our general partner, and our operating company at the closing of this offering, we will have a right to purchase from Höegh LNG any FSRU or LNG carrier operating under a charter of five or more years. Also pursuant to the omnibus agreement, we will have the right to purchase from Höegh LNG all or a portion of its interests in the FSRU, the Independence. In addition, we expect that Höegh LNG will secure a charter of five or more years for two additional newbuilding FSRUs, the Höegh Gallant and Hull no. 2551, at which point we will have the right to purchase them from Höegh LNG pursuant to the omnibus agreement. We cannot assure you that we will make any particular acquisition or that as a consequence we will successfully grow the amount of our per unit distributions. Among other things, our ability to acquire additional FSRUs, LNG carriers and other LNG infrastructure assets will be dependent upon our ability to raise additional equity and debt financing.

The Independence was constructed by HHI and was delivered to Höegh LNG from the shipyard in May 2014. Beginning no later than the fourth quarter of 2014, the Independence will operate under a time charter that expires in 2024 with ABKN, a Lithuanian publicly listed, government-controlled utility. We will have the right to purchase all or a portion of Höegh LNG’s interests in the Independence within 24 months after acceptance of

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such vessel by her charterer, subject to reaching an agreement with Höegh LNG regarding the purchase price and other terms in accordance with the provisions of the omnibus agreement and any rights ABKN has under the related time charter. We may exercise this option at one or more times during such 24-month period. Acceptance occurs after the vessel has been delivered and all inspections and testing of the vessel have been completed in accordance with the applicable charter requirements.

The Höegh Gallant and Hull no. 2551 also are being constructed by HHI and are scheduled for delivery to Höegh LNG from the shipyard in July 2014 and March 2015, respectively. Although the Höegh Gallant and Hull no. 2551 have not yet been chartered, Höegh LNG is involved in several tender processes for FSRU projects globally, and we expect Höegh LNG to secure a charter of five or more years for both of them.

Our Relationship with Höegh LNG

We believe that one of our principal strengths is our relationship with Höegh LNG. This affiliation gives us access to Höegh LNG’s long-standing relationships with leading oil and gas companies, utility companies, shipbuilders, financing sources and suppliers, which we believe will allow us to compete more effectively when seeking additional long-term charters for FSRUs, LNG carriers and other LNG infrastructure assets. In addition, we believe Höegh LNG’s 40-year track record of providing LNG services and its technical, commercial and managerial expertise, including its leadership in the development of floating liquefaction solutions, will enable us to continue to maintain the high utilization of our fleet to preserve our stable cash flows. We cannot assure you that our relationship with Höegh LNG will lead to high fleet utilization rates or stable cash flows in the future.

Including the vessels that will be contributed to us by Höegh LNG, as of March 31, 2014, Höegh LNG owned and/or operated four LNG carriers and two FSRUs and had four additional FSRU newbuildings on order. With a track record dating back to the delivery of the world’s first Moss-type LNG carrier in 1973, we believe that Höegh LNG is one of the most experienced operators of LNG carriers and one of only three operators of FSRUs in the world. Höegh LNG’s strategy is to focus on FSRU newbuildings rather than converting older generation LNG carriers into FSRUs, as newbuildings are larger and more efficient and benefit from the latest technological specifications required by customers in order to serve the most complex LNG projects around the world. Höegh LNG has expertise in the FSRU industry, which has enabled it to oversee complex construction specifications for its customers. In addition, Höegh LNG, through its wholly owned subsidiary, Höegh LNG Management, provides ship management services and technical support services to us, which includes technical and maritime management, crewing of the vessels and technical support. Having these ship management services and technical support services provided by Höegh LNG Management ensures that the vessels are maintained and operated to the highest standards when it comes to safety, environmental and technical availability. It also allows for a fully integrated shipping operation, providing newbuilding supervision, project development, crewing, technical management and other services. The operation is certified according to International Standards Organization (“ISO”) 9001 and ISO 14001.

Höegh LNG is a Bermuda-based company with an established presence in Oslo, Singapore, London, Miami, Klaipeda and Jakarta, employing approximately 96 onshore employees and approximately 350 seafarers, of whom approximately 280 are employees and 70 are in a crew pool. Höegh LNG was incorporated in 2006 and completed its initial public offering in 2011. Its common shares trade on the Oslo Børs under the symbol “HLNG.” The Høegh family’s shipping activities began more than 80 years ago and currently now also include a majority interest in Höegh Autoliners, the fifth largest global operator of roll-on/roll-off vessels. Høegh family’s shipowning entities now only include LNG carriers and roll-on/roll-off vessels. Upon completion of this offering, Höegh LNG will own our general partner, all of our incentive distribution rights and a        % limited partner interest in us. Pursuant to the omnibus agreement, Höegh LNG will be required to offer to us any LNG carrier or FSRU operating under a charter of five years or more, subject to certain exceptions. Please read “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—Omnibus Agreement” for a description of our rights to acquire specified assets of Höegh LNG.

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Business Opportunities

We believe the following factors create opportunities for us to successfully execute our business strategy and plan and grow our business:

• Natural Gas and LNG Demand Growth.    Natural gas is projected to be the fastest growing fossil fuel due to its low carbon intensity and clean burning characteristics, an abundance of reserves, market deregulation and global economic growth. According to Fearnley Consultants, LNG production capacity based on existing construction projects is projected to increase by nearly 40% by the end of 2020, and LNG exports transported by sea are projected to grow more than twice as fast as overall natural gas consumption through 2035. The number of countries importing LNG has more than doubled from 12 in 2000 to 29 in 2013. As increasing volumes of LNG are destination flexible (versus serving long-term, dedicated, point-to-point trade), and regional price differences in gas persist, more countries find LNG imports to be an important part of their energy strategy. We cannot assure you that growth rates comparable to historical growth rates or that projected growth rates for natural gas, LNG, LNG carriers or FSRUs will be achieved. Please read “Risk Factors” and “Industry.”

• Advantages of Newbuilding FSRU Solutions.    We believe that FSRUs have several advantages over traditional, onshore LNG terminals, including greater operational and market flexibility, accelerated project execution, reduced cost and more predictable capital investment requirements. The cost and flexibility of FSRU solutions have enabled certain markets to plan to import LNG to diversify supply and contribute to energy security. Newbuilding FSRUs are typically larger and more efficient than converted FSRU units. They can also compete as conventional LNG carriers when not operating as FSRUs.

• Growing Demand for FSRUs.    Demand for FSRUs is driven by importers’ desire for flexible and cost-effective import schemes to meet growing LNG requirements. FSRUs are able to quickly react to demand and evolving LNG price. They also offer a unique solution for small or highly seasonal markets. We believe that these factors will increasingly motivate customers to choose FSRUs for LNG importation needs. According to Fearnley Consultants, approximately 60 plans for FSRUs are being considered, compared to 19 FSRUs in operation as of May 2014.

• High Barriers to Entry.    We believe the capital investment, regulatory and permitting and technical capabilities required to build and operate FSRUs and other LNG infrastructure act as substantial barriers to entry for potential competitors. Leading energy companies and utilities have increasingly strict pre-qualification and ongoing technical requirements for operators, and there are only three companies with experience of building and operating FSRUs. We believe that due to stringent requirements, customers will continue to look to experienced technical operators with proven track records for LNG infrastructure requirements.

We can provide no assurance, however, that the industry dynamics described above will continue.

Competitive Strengths

We believe that our future prospects for success are enhanced by the following aspects of our business:

• Relationship with a Leader in Floating Regasification Technology.    We believe we will benefit from our relationship with Höegh LNG, a fully integrated provider of floating LNG infrastructure services, offering regasification and transportation services under long-term charters. Höegh LNG is one of only three operators of FSRUs in the world and has extensive experience in providing LNG transportation, having been operating since 1973, when it delivered the world’s first Moss-type LNG carrier. We believe that Höegh LNG’s expertise in the LNG sector, strong relationships with customers, shipyards and financial institutions, and newbuilding strategy will enable Höegh LNG to attract additional long-term charters for FSRUs, LNG carriers and other LNG infrastructure assets, which would in turn enhance our growth opportunities.

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• Secure Cash Flows from Long-Term Charters with Strong Counterparties.    All three of our vessels operate under fixed-rate charters with an average remaining firm contract duration of 17 years as of March 31, 2014, excluding the exercise of any options. Both of our customers, GDF Suez (France) and PGN (Indonesia), are government-backed utility companies. Under our time charters, substantially all of our vessel operating expenses, including operating and maintenance expenses such as daily running costs and drydocking, are passed through to our customers. In addition, under these charters, we have no direct exposure to commodity prices and limited exposure to foreign exchange rates as all revenues are paid in U.S. Dollars.

• Built-In Growth Opportunities.    In addition to our initial fleet of three FSRUs, we will have the right to purchase from Höegh LNG additional assets on long-term charters, including the Independence. Commencing no later than the fourth quarter of 2014, the Independence will operate under a long-term, fixed-rate time charter of an initial duration of 10 years with ABKN, a Lithuanian publicly listed, government-controlled utility. We further expect Höegh LNG will secure long-term charters for two additional newbuilding FSRUs, which we would then have the right to purchase. We will also have the right to purchase any other additional FSRUs and LNG carriers in Höegh LNG’s fleet that are placed under a charter of five or more years.

• Modern, Technologically Advanced Fleet.    Both our initial fleet and the three newbuilding FSRUs that Höegh LNG has on order will be equipped with the latest floating, storage and regasification technology in terms of size, onboard regasification of LNG, thermal insulation, power generation and regas systems. These vessels have all been built by leading shipyards in South Korea that have constructed much of the world’s newbuilding FSRU fleet. We believe the significant investment needed to build FSRUs and our ability to customize specifications to customers’ requirements and to provide highly trained personnel for operations create significant barriers to entry for new competitors. As a result, we believe that we are positioned to become a preferred provider of FSRUs and other LNG infrastructure assets and to secure additional long-term charters.

• Höegh LNG’s Record of Efficiency, Safety and Operational Performance.    Through its technical expertise in Höegh LNG Management, Höegh LNG has been safely and efficiently operating LNG vessels since 1973. With approximately 95 onshore employees and approximately 350 seafarers, Höegh LNG maintains global operations with in-house engineering expertise that allows us to offer our customers reliable and efficient performance, while maintaining close control over operating costs. This operational performance will also support our stable cash flow profile by maintaining high utilization of our fleet.

We can provide no assurance, however, that we will be able to utilize our strengths described above. For further discussion of the risks that we face, please read “Risk Factors.”

Business Strategies

Our primary business objective is to increase quarterly distributions per unit over time by executing the following strategies:

• Focus on FSRU Newbuilding Acquisitions.    We intend to acquire newbuilding FSRUs on long-term charters, rather than FSRUs based on retrofitted, first-generation LNG carriers. We believe newbuilding vessels offer the greatest flexibility. Newbuilding FSRUs have superior fuel efficiency, improved storage performance and larger capacity than retrofitted, first-generation LNG carriers. Their larger capacity allows for a full cargo from a comparably sized, modern-day LNG carrier to be offloaded in a single transfer, and this streamlines logistics. In addition, Höegh LNG has strong customer relationships deriving from its ability to work alongside customers on their vessel design needs. Moreover, Höegh LNG pursues a strategy of maintaining one or more uncontracted newbuilding vessel on order so it can provide its customers an FSRU with minimum lead time. We believe that Höegh LNG’s ability to offer newbuild vessels promptly and its engineering expertise make it an operator of choice for projects that require rapid execution, complex engineering or unique specifications. This, in turn, enhances the growth opportunities available to us.

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• Pursue Strategic and Accretive Acquisitions of FSRUs, LNG Carriers and Other LNG Infrastructure Assets on Long-Term, Fixed-Rate Charters with Strong Counterparties.    We will seek to leverage our relationship with Höegh LNG to make strategic and accretive acquisitions. Pursuant to the omnibus agreement that we will enter into with Höegh LNG, our general partner, and our operating company, we will have the right to purchase all or a portion of Höegh LNG’s interests in the Independence, as well as any newbuilding FSRU or LNG carrier under a charter of five or more years. We also intend to take advantage of business opportunities and market trends in the LNG transportation industry to grow our assets through third-party acquisitions of FSRUs, LNG carriers and other LNG infrastructure assets under long-term charters.

• Expand Global Operations in High-Growth Regions.    We will seek to capitalize on opportunities emerging from the global expansion of LNG production activity and the need to provide flexible regasification solutions in areas which require natural gas imports. According to Fearnley Consultants, growth in FSRU demand is expected to accelerate beyond 2015, and currently there are approximately 60 FSRU projects under consideration globally. We believe that Höegh LNG’s position as one of three FSRU operators in the world, 40-year operational track record and strong customer relationships will enable us to have early access to new projects worldwide.

• Enhance and Diversify Customer Relationships Through Continued Operating Excellence and Technological Innovation.    We intend to maintain and grow our cash flows by focusing on strong customer relationships and actively seeking the extension and renewal of existing charters, entering into new long-term charters with current customers, and identifying new business opportunities with other creditworthy charterers. We believe our customer relationships are enhanced by our ability to provide expert technical advice to our customers through Höegh LNG’s in-house engineering department, which in turn enables us to be directly involved in our customers’ project development processes. We will continue to incorporate safety, health, security and environmental stewardship into all aspects of vessel design and operation in order to satisfy our customers and comply with national and international rules and regulations. We believe that Höegh LNG’s operational expertise, recognized position, and track record in floating LNG infrastructure services will position us favorably to capture additional commercial opportunities in the FSRU and LNG sectors.

We can provide no assurance, however, that we will be able to implement our business strategies described above or that the business strategies discussed above will increase our quarterly distributions. For further discussion of the risks that we face, please read “Risk Factors.”

Our Fleet

Our Initial Fleet

Prior to the closing of this offering, we will not own any vessels. Upon the closing of this offering, our fleet will be contributed to us by Höegh LNG and will consist of interests in the following vessels:

• a 50% interest in the GDF Suez Neptune, an FSRU built in 2009 that is currently operating under a time charter with GDF Suez that expires in 2029, with an option to extend for up to two additional periods of five years each;

• a 50% interest in the GDF Suez Cape Ann, an FSRU built in 2010 that is currently operating under a time charter with GDF Suez that expires in 2030, with an option to extend for up to two additional periods of five years each; and

• a 100% economic interest in the PGN FSRU Lampung, an FSRU built in 2014 that is expected to commence operations in July 2014 under a time charter with PGN that expires in 2034, with options to extend either for an additional 10 years or for up to two additional periods of five years each.

Both the GDF Suez Neptune and the GDF Suez Cape Ann are owned in joint ventures with MOL and TLT, which own in the aggregate 50% of each joint venture. For a description of the joint venture agreements

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governing our joint ventures, please read “Our Joint Ventures and Joint Venture Agreements.” The PGN FSRU Lampung will be 49% owned by one of our subsidiaries and 51% owned by PT Bahtera Daya Utama (“PT Bahtera”), an Indonesian subsidiary of PT Imeco Inter Sarana, which provides products and services for various energy and infrastructure projects. Due to local Indonesian regulations, we are required to have a local Indonesian joint venture partner (e.g., PT Bahtera). However, we will have a 100% economic interest in the PGN FSRU Lampung. For a description of the agreements related to this arrangement, please read “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—PGN FSRU Lampung Agreements.”

The following table provides information about our three FSRUs:

FSRU	Our Economic Interest	Capacity (cbm)	Maximum Send-out Capacity (MMscf/d)(1)	Current Location of Operations	Charter Commencement	Charterer	Charter Expiration	Charter Extension Option Periods
GDF Suez Neptune	50%	145,000	750	Trinidad/Spain/ United States	November 2009	GDF Suez	2029	Five years plus five years
GDF Suez Cape Ann	50%	145,000	750	China	June 2010	GDF Suez	2030	Five years plus five years
PGN FSRU Lampung	100%	170,000	360	Indonesia	July 2014	PGN	2034	Five or 10 years(1)

(1) After the initial term, PGN has the choice to extend the term by either five years or 10 years. If PGN extends the term by five years, it subsequently may extend the term by another five years.

As of March 31, 2014, the GDF Suez Neptune and the GDF Suez Cape Ann were approximately 4.3 years old and 3.8 years old, respectively. FSRUs are generally designed to have a lifespan of approximately 40 years. The PGN FSRU Lampung is newly constructed and is scheduled to commence operations in July 2014 under a charter with PGN.

The GDF Suez Neptune was intended to be used as a floating LNG import terminal in Boston. However, she is currently being used as an LNG carrier, delivering LNG primarily from Trinidad to Boston and Barcelona, Spain. Since November 2013, the GDF Suez Cape Ann has been employed as China’s first FSRU, located in Tianjin outside Beijing. At the time of construction, both the GDF Suez Neptune and the GDF Suez Cape Ann were the most advanced FSRUs ever built in terms of regasification technology, power generation and thermal insulation. In addition, the vessels received the “Green Passport” from Det Norske Veritas GL certifying the environmental considerations taken when constructing, operating and ultimately when disposing of the vessel. Each vessel has a storage capacity of 145,000 cbm of LNG and a maximum send-out capacity of 750 million standard cubic feet per day (“MMscf/d”) of regasified LNG.

The PGN FSRU Lampung is to be located off the shore of Labuhan Maringgai, located in the Lampung province at the southeast coast of Sumatra, Indonesia. The vessel will be moored at the Mooring, a purpose-built mooring system built by a subcontractor of Höegh LNG, subsequently to be sold to PGN and located approximately 16 kilometers offshore. The PGN FSRU Lampung has a storage capacity of 170,000 cbm of LNG and a maximum send-out capacity of 360 MMscf/d of regasified LNG via subsea and onshore pipelines connecting to the existing grid in south Sumatra.

Each of the GDF Suez Neptune, the GDF Suez Cape Ann and the PGN FSRU Lampung has a reinforced membrane-type cargo containment system that facilitates offshore loading operations. Please read “Industry—FSRU Design Trends” for a description of this system.

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Additional Newbuilding FSRUs

Pursuant to the omnibus agreement we will enter into with Höegh LNG, our general partner and our operating company at the closing of this offering, we also will have the right to purchase all or a portion of Höegh LNG’s interests in an additional newbuilding FSRU, the Independence, which was constructed by HHI and was delivered to Höegh LNG from the shipyard in May 2014. Beginning no later than the fourth quarter of 2014, the Independence will operate under a time charter that expires in 2024 with ABKN. We will have the right to purchase all or a portion of Höegh LNG’s interests in the Independence within 24 months after acceptance of such vessel by her charterer, subject to reaching an agreement with Höegh LNG regarding the purchase price and other terms in accordance with the provisions of the omnibus agreement and any rights ABKN has under the related time charter. We will not be obligated to purchase all or a portion of Höegh LNG’s interests in the Independence. We may exercise this option at one or more times during such 24-month period. We expect to finance the purchase of additional vessels through a combination of borrowings from commercial banks and debt and equity financings.

The following table provides information about the additional newbuilding FSRU that we will have the right to purchase from Höegh LNG pursuant to the omnibus agreement:

FSRU	Capacity (cbm)	Maximum Send-out Capacity (MMscf/d)	Location of Operations	Expected Charter Commencement	Charterer	Charter Expiration	Charter Extension Option Periods
Independence	170,000	384	Lithuania	No later than the Fourth Quarter of 2014	ABKN	2024	n/a

The Independence will be located in the port of Klaipeda and will provide Lithuania with the ability to diversify its gas supply by giving it access to the world market for LNG. Currently, gas that is delivered by pipeline from Russia is the sole source of gas for Lithuania. The Independence will be moored adjacent to a purpose-built jetty and have a storage capacity of 170,000 cbm of LNG and a maximum send-out capacity of 384 MMscf/d of regasified LNG via one pipeline connecting to the existing grid in Lithuania.

If Höegh LNG secures a charter of five or more years for the Höegh Gallant or Hull no. 2551, two additional newbuilding FSRUs that are also currently being constructed by HHI and are scheduled for delivery to Höegh LNG from the shipyard in July 2014 and March 2015, respectively, we will have the right to purchase each of them from Höegh LNG pursuant to the omnibus agreement. The Höegh Gallant will have a storage capacity of 170,000 cbm of LNG. Hull no. 2551 will have storage capacity of 170,000 cbm of LNG and a maximum send-out capacity of 500 MMscf/d of regasified LNG.

We believe that the Independence will be well-suited for our business strategy and expect to purchase this FSRU from Höegh LNG within 24 months after Höegh LNG notifies our board of directors of acceptance of such FSRU by her charterer, subject to reaching an agreement with Höegh LNG regarding the purchase price and any rights ABKN has under the related time charter. We may exercise this option at one or more times during such 24-month period. Under the omnibus agreement, we will have the right to purchase from Höegh LNG all or a portion of its interests in the Independence at a purchase price to be agreed upon by us and Höegh LNG. If we and Höegh LNG are unable to agree upon the fair market value of the interests in the Independence being sold, the fair market value will be determined by a mutually acceptable investment banking firm, ship broker or other expert advisor, and we will have the right, but not the obligation, to purchase such interests at such price. There can be no assurances that we will purchase any of Höegh LNG’s interests in the Independence.

Each of the Independence, the Höegh Gallant and Hull no. 2551 is or will be equipped with the same reinforced membrane-type cargo containment system as our current fleet. Please read “Industry—FSRU Design Trends” for a description of this system.

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Technical Specifications

Each FSRU in our initial fleet, as well as the Independence, has the following onboard equipment for the vaporization of LNG and delivery of high-pressure natural gas:

• High-Pressure Cryogenic Pumps.    Each FSRU has, or will have upon delivery from the shipyard, high-pressure cryogenic pumps, which pressurize the LNG prior to vaporization.

• Vaporizers.    Each FSRU has, or will have upon delivery from the shipyard, vaporizers, which convert the LNG back to vaporous natural gas using heat generated by either steam or seawater boilers.

• Dual-Fuel Diesel Electric Propulsion Plant.    Each FSRU has, or will have upon delivery from the shipyard, a dual-fuel diesel electric propulsion plant, which provides the power for the vessel’s regasification, propulsion and utility systems.

• Mooring System.    Each of the GDF Suez Neptune and the GDF Suez Cape Ann is equipped with a submerged turret loading (“STL”) offshore mooring system and can also be moored to a jetty. The PGN FSRU Lampung is equipped for mooring to a tower yoke. The Independence is equipped for key quay-side mooring.

• Gas Export System.    The PGN FSRU Lampung has an export pipeline on her bow, which is connected via jumper hoses to the tower yoke. The Independence has a high-pressure manifold on her side, which will be connected to the loading arm on the purpose-built jetty. The GDF Suez Cape Ann has an STL buoy system, but has also been retrofitted with a high-pressure gas manifold on her side, which will be connected to an onshore terminal. The GDF Suez Neptune has an STL buoy system.

Each of the GDF Suez Neptune and the GDF Suez Cape Ann has a closed-loop regasification system, where heat for vaporization is generated by steam boilers. The PGN FSRU Lampung has an open-loop regasification system, where heat for vaporization is generated by saltwater boilers. The Independence is equipped to operate using a regasification system that is closed-loop, open-loop or a combination of closed-loop and open-loop.

In addition, each of the GDF Suez Neptune, the GDF Suez Cape Ann and the Independence is capable of operating as a conventional LNG carrier.

Customers

In the three months ended March 31, 2014 and 2013 and the years ended December 31, 2013 and 2012, total revenues in the historical combined carve-out statements of income of our predecessor are from PGN, a subsidiary of PT Perusahaan Gas Negara (Persero) Tbk, an Indonesian publicly listed, government-controlled, gas and energy company that constructs gas pipelines and infrastructure and distributes and transmits natural gas to industrial, commercial and household users. Upon commencement of the PGN FSRU Lampung time charter in July 2014, we will also have time charter revenue from PGN. GDF Suez accounted for 100% of our joint ventures’ time charter revenues for the three months ended March 31, 2014 and 2013 and the years ended December 31, 2013 and 2012. GDF Suez is a subsidiary of GDF Suez S.A., a French publicly listed, government-backed, electric utility company and the leading LNG importer in Europe in 2012.

Vessel Time Charters

Our vessels are provided to the applicable charterer by our joint venture or us, as applicable (each, a “vessel owner”), under separate time charters.

A time charter is a contract for the use of a vessel for a fixed period of time at a specified hire rate. Under a time charter, the vessel owner provides the crew, technical and other services related to the vessel’s operation, the cost of which is included in the hire rate, and the charterer generally is responsible for substantially all of the vessel voyage costs (including fuel, port and canal fees and LNG boil-off).

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GDF Suez Neptune Time Charter

Initial Term; Extensions

The GDF Suez Neptune time charter commenced upon acceptance of the vessel by the charterer in November 2009. The initial term of the GDF Suez Neptune time charter is 20 years. GDF Suez has the option to extend the time charter for up to two additional periods of five years each.

Performance Standards

Under the GDF Suez Neptune time charter, the vessel owner undertakes to ensure that the vessel meets specified performance standards at all times during the term of the time charter. The vessel must maintain a guaranteed speed, consume no more than a specified amount of fuel oil and not exceed a maximum average daily boil-off, all as specified in the time charter. In addition, the vessel owner undertakes that the vessel will be capable of discharging her cargo within a specified time and regasifying and discharging her cargo at not less than a specified rate.

Hire Rate

Under the GDF Suez Neptune time charter, hire is payable to the vessel owner monthly, in advance in U.S. Dollars. The hire rate under the GDF Suez Neptune time charter consists of three cost components:

• Fixed Element.    The fixed element is a fixed per day fee providing for ownership costs and all remuneration due to the vessel owner for use of the vessel and the provision of time charter services.

• Variable (Operating Cost) Element.    The variable (operating cost) element is a fixed per day fee providing for the operating costs of the vessel, which consists of (i) a cost pass-through sub-element, which covers the crew, insurance, consumables, miscellaneous services, spares and damage deductible costs and is subject to annual adjustment and (ii) an indexed sub-element, which covers management and is subject to annual adjustment for changes in labor costs and the size of the fleet under management.

• Optional (Capitalized Equipment Cost) Element.    The optional (capitalized equipment cost) element consists of (i) costs associated with modifications to, changes in specifications of, structural changes in or new equipment for the vessel that become compulsory for the continued operation of the vessel by reason of new class requirements or national or international regulations coming into effect after the date of the time charter, subject to specified caps and (ii) costs associated with any new equipment or machinery that the owner and charterer have agreed should be capitalized. Such costs are distributed over the remaining term of the time charter.

While the hire rate under the GDF Suez Neptune time charter does not cover drydocking expenses or extra costs associated with a U.S. crew requirement, the charterer will reimburse the vessel owner on a cost pass-through basis.

If GDF Suez exercises its option to extend the GDF Suez Neptune time charter beyond its initial term, the hire rate will be determined as set forth above, provided that the fixed element will be reduced by approximately 30%.

The hire rate is subject to deduction by the charterer by, among other things, any sums due in respect of the vessel owner’s failure to satisfy the undertakings described under “—Performance Standards” and off-hire accruing during the period. The hire rate is also subject to deduction by the charterer if the vessel owner fails to maintain the vessel in compliance with the vessel’s specifications and contractual standards, provide the required crew, keep the vessel at the charterer’s disposal or comply with specified corporate organizational requirements and such failure increases the time taken by the vessel to perform her services or results in the charterer directly incurring costs.

Expenses

The vessel owner is responsible for providing certain items and services, which include the crew; drydocking, overhaul, maintenance and repairs; insurance; stores; necessary spare parts; water; inert gas and

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nitrogen; communication expenses and fees paid to the classification societies, regulatory authorities and consultants. The variable (operating cost) element of the hire rate is designed to cover these expenses. Except for when the vessel is off-hire, the charterer pays for bunker fuels, marine gas oil and boil-off if used or burned while steaming at a reduced rate. Additionally, except for when the vessel is off-hire, the charterer pays for boil-off used to provide power for discharge and regasification; and fuel for inert gas, nitrogen and diesel generators.

Off-hire

Under the GDF Suez Neptune time charter, the vessel generally will be deemed off-hire if she is not available for the charterer’s use for a specified amount of time due to, among other things:

• failure of an inspection that prevents the vessel from performing normal commercial operations;

• scheduled drydocking that exceeds allowances;

• the vessel’s inability to discharge regasified LNG at normal performance;

• requisition of the vessel; or

• the vessel owner’s failure to maintain the vessel in compliance with her specifications and contractual standards or to provide the required crew.

In the event of off-hire, all hire will cease to be due or payable for the duration of off-hire. Notwithstanding the foregoing, hire is not reduced due to an event of off-hire if the event of off-hire does not exceed a specified number of days in any 12-month period.

Ship Management and Maintenance

Under the GDF Suez Neptune time charter, the vessel owner is responsible for the technical management of the vessel, including engagement and provision of a qualified crew, maintaining the vessel, arranging supply of stores and equipment, periodic drydocking and ensuring compliance with applicable regulations, including licensing and certification requirements. These services are provided to the vessel owner by Höegh LNG Management pursuant to a ship management agreement.

Termination

Under the GDF Suez Neptune time charter, the vessel owner is entitled to terminate the time charter if the charterer fails to pay its debts, becomes insolvent or enters into bankruptcy or liquidation.

The charterer is entitled to terminate the time charter and, at its option, convert the time charter into a bareboat charter, if (i) either the vessel owner or any guarantor (a) fails to pay its debts or (b) becomes insolvent or enters into bankruptcy or liquidation or (ii) the vessel owner’s guarantee ceases to be in full force and effect. Furthermore, after the fourth anniversary of the delivery date of the vessel, the charterer has the option to terminate the time charter without cause by providing notice at least two years in advance of the charterer’s election. On the date of such termination, the charterer will pay the vessel owner a specified termination fee, which declines over time and is based upon the year in which the time charter is terminated. Furthermore, the charterer may terminate the time charter if any period of off-hire due to (i) the vessel owner’s failure to maintain the vessel in compliance with her specifications and contractual standards or to provide the required crew exceeds a specified number of days, (ii) damage to the vessel’s cargo containment system as a result of the vessel owner’s failure to comply with cargo and filling level restrictions exceeds a specified number of months or (iii) any reason other than scheduled drydocking or damage to the vessel’s cargo containment system exceeds a specified number of months, unless such period of off-hire is due to the vessel owner’s failure to comply with cargo and filling level restrictions.

After attempting to take mitigating steps for a specified number of days, both the vessel owner and the charterer have the right to terminate the time charter if war is declared in any location that materially interrupts

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the performance of the time charter. The time charter will terminate automatically if the vessel is lost, missing or a constructive or compromised total loss.

Indemnification

No liability is imposed upon the vessel owner for the death or personal injury of the charterer, its representatives or their estates (collectively, the “GDF Charterer’s Group”) while engaged in activities contemplated by the time charter unless such death or personal injury is by the gross negligence or willful misconduct of the vessel owner, its employees or its agents. Additionally, no liability is imposed upon the vessel owner if any personal property of the GDF Charterer’s Group is damaged, lost or destroyed as a result of the gross negligence or willful misconduct of the vessel owner, its employees or its agents. Similar provisions apply to the charterer in both cases.

However, if any of the charterer’s representatives dies or is personally injured while engaged in activities contemplated by the time charter and as a result of the gross negligence or willful misconduct of the vessel owner, its employees or its agents, the vessel owner will indemnify the GDF Charterer’s Group, as applicable. Additionally, if any personal property of the GDF Charterer’s Group is damaged, lost or destroyed as a result of the gross negligence or willful misconduct of the vessel owner, its employees or its agents, the vessel owner will indemnify the GDF Charterer’s Group, as applicable. Reciprocal obligations are imposed on the charterer in both cases.

The charterer will indemnify the vessel owner for losses associated with shipping documents to the extent they were signed as directed by the charterer or based upon information that it provided. In addition, the charterer will indemnify the vessel owner against taxes imposed on the vessel owner or the vessel in respect of hire by any country where loading or discharging of LNG takes place, where the vessel is located or through which she travels, where the charterer is organized, does business or has a fixed place of business or where the charterer makes payments under the time charter, subject to certain exceptions.

The vessel owner will indemnify the charterer, its servants and agents against all losses, claims, responsibilities and liabilities arising from the employment of pilots, tugboats or stevedores, subject to certain exceptions.

The vessel owner will indemnify the charterer against any claim by a third party alleging that the construction or operation of the vessel infringes any right claimed by such third party, including but not limited to patent rights, copyrights, trade secrets, industrial property or trademarks. The charterer will indemnify the vessel owner for all amounts properly payable to the vessel builder if the charterer takes, or requires the vessel owner to take, any action that puts the vessel owner in breach of its intellectual property rights obligations under the vessel building contract.

Guarantee

Pursuant to the GDF Suez Neptune time charter, both Höegh LNG Ltd. and MOL guarantee the performance and payment obligations of the vessel owner under the time charter. Such guarantee is joint and several as to performance obligations and several as to payment obligations. If the guarantee is not maintained, the charterer may terminate the time charter.

GDF Suez Cape Ann Time Charter

Initial Term; Extensions

The GDF Suez Cape Ann time charter commenced upon acceptance of the vessel by the charterer in June 2010. The initial term of the GDF Suez Cape Ann time charter is 20 years. GDF Suez has the option to extend the time charter for up to two additional periods of five years each. Since November 2013, the GDF Suez Cape Ann has been operating as an FSRU pursuant to a subcharter between GDF Suez and CNOOC Tianjin LNG Limited Company (“CNOOC TLNG”) and will do so for a period of three to five years.

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GDF Suez entered into a subcharter with CNOOC TLNG, pursuant to which GDF Suez and SRV Joint Gas Two Ltd. amended the GDF Suez Cape Ann time charter in June 2012 and November 2013. Such amendments apply only during the term of the subcharter. Additionally, GDF Suez, CNOOC TLNG, CNOOC and SRV Joint Gas Two Ltd. entered into ancillary agreements, pursuant to which they allocated responsibility for liabilities associated with their activities at the Tianjin LNG terminal.

When the subcharter with CNOOC TLNG is not in effect, the terms of the GDF Suez Cape Ann time charter are substantially similar to those of the GDF Suez Neptune time charter, with the following exceptions:

• the charterer may transfer cargo by ship-to-ship transfer between the vessel and another standard LNG carrier or regasification vessel, subject to specified conditions;

• the variable (operating cost) element excludes the extra cost associated with a U.S. crew requirement, which is invoiced separately; and

• any extra premium incurred as a result of conditions of use not ordinarily covered by any insurer, club or association or as a result of trading in a war risk area are invoiced to the charterer.

Subcharter Provisions

In connection with the subcharter, the charterer reimbursed the vessel owner for the costs of modifying the GDF Suez Cape Ann to an FSRU and, the charterer will after the expiration of the subcharter, reimburse the costs of reinstating the vessel in order for her to be in every way fitted for service under the charter, during which times the vessel will be on-hire. The charterer is also required to compensate the vessel owner for time spent and costs and expenses incurred in connection with the subcharter and arrange for the importation, stay and exportation into and from China of the GDF Suez Cape Ann and any materials or equipment needed for the vessel owner’s performance of the subcharter. The charterer will indemnify the vessel owner for costs, claims or losses that the vessel owner incurs as a consequence of the subcharter, except if such costs, claims or losses resulted directly from the vessel owner’s material failure to comply with the time charter, and for any Chinese tax implications.

During the term of the subcharter and while the vessel is not on a voyage as an LNG carrier, certain amendments to the time charter apply, including the following:

• additional crew requirements, with the charterer responsible for providing and paying for any Chinese master, officer or crew required to be onboard;

• the charterer will provide port and marine facilities capable of receiving the vessel and berths and places that the vessel can safely reach and return from;

• in lieu of the off-hire provision, hire will be reduced proportionately to the extent the vessel does not achieve the minimum discharge rate of regasified LNG;

• the maintenance provisions and allowances differ;

• performance standards different from those described under “—GDF Suez Neptune Time Charter—Performance Standards,” pursuant to which the vessel owner undertakes to ensure that the vessel consumes no more than a specified amount of fuel oil, delivers the nominated discharge rate in accordance with the daily curve agreed with the charterer, is capable of regasifying LNG in a closed-loop heating mode at a specified pressure and temperature and regasifies and discharges her cargo at not less than a regasified LNG discharge rate; and

• with respect to indemnification, the definition of the “GDF Charterer’s Group” includes CNOOC TLNG.

Guarantee

Pursuant to the GDF Cape Ann time charter, both Höegh LNG Ltd. and MOL guarantee the performance and payment obligations of the vessel owner under the time charter. Such guarantee is joint and several as to

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performance obligations and several as to payment obligations. If the guarantee is not maintained, the charterer may terminate the time charter.

PGN FSRU Lampung Time Charter

Under a lease, operation and maintenance agreement, which we refer to as a time charter, we will provide to PGN the services of the PGN FSRU Lampung, which will be moored at the Mooring owned by PGN and located approximately 16 kilometers off the shore of Labuhan Maringgai at the southeast coast of Sumatra, Indonesia. Also under the time charter, we will operate and maintain the Mooring. PGN will bear all costs related to such operation and maintenance.

Initial Term; Extensions

The PGN FSRU Lampung time charter is expected to commence operations in July 2014 upon acceptance of the vessel by the charterer. The initial term of the PGN FSRU Lampung time charter is 20 years. At any time on or before                    , 2031, PGN may exercise its option to extend the time charter for either five or 10 years. If the term is extended for five years pursuant to such option, at any time on or before the date that is                    , 2036, PGN may exercise its option to extend the time charter for a subsequent five years.

Performance Standards

Under the PGN FSRU Lampung time charter, the vessel owner makes certain performance warranties for the term of the time charter, excluding time during which the vessel is off-hire or in lay-up or a failure to satisfy any such warranty due to a “Lampung Charterer Risk Event” (which includes, among other things, any breach, act, interference or omission by the charterer that prevents or interferes with the vessel owner’s performance under the time charter) or an event of force majeure, including the following:

• the management warranties, which consist of the following:

• the vessel complies with specifications; is classed by Det Norske Veritas GL; is in good order and condition and fit for service; and has onboard all certificates, documents, approvals, permits, permissions and equipment required by Det Norske Veritas GL or any law necessary for the vessel to carry out required operations on the Mooring;

• the vessel owner provides shipboard personnel in accordance with specified terms;

• the vessel owner loads LNG in accordance with specified procedures; operates all equipment in a safe and proper manner and as required by Indonesian law; keeps up-to-date records and logs; uses reasonable endeavors to cooperate with the charterer to comply with and satisfy any requirements of any governmental authority; stows LNG properly and keeps a strict account of all LNG loaded, boil-off and regasified LNG discharged; and exercises due diligence and good industry practice to minimize venting of boil-off; and

• the vessel owner provides and pays for all provisions, wages and discharging fees and all other expenses related to the master, officers and crew; insurance; spare parts and other necessary stores, including lubricating oil; drydocking in emergency cases, maintenance and repairs; certificates; customs or import duties arising in connection with any of the foregoing; and consents, licenses and permits required by governmental authorities to be in the vessel owner’s name (collectively, the “Lampung Vessel Owner Expenses”);

• the vessel receives LNG in accordance with a specified nominating loading rate;

• the vessel consumes fuel at or below a specified amount;

• during a nomination period, the vessel delivers regasified LNG at a specified average rate;

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• during a period in which there is no regasification send-out, no LNG transfer or cargo tank cool down ongoing and no LNG pump running in any cargo tank, the amount of boil-off does not exceed a specified percentage of cargo capacity per day;

• the boil-off recondenser is able to recondense boil-off gas for the days when the vessel is sending out regasified LNG; and

• the cargo capacity of the vessel does not exceed the aggregate volume of LNG that can be stored in the cargo tanks of the vessel.

Hire Rate

Under the PGN FSRU Lampung time charter, hire is payable to the vessel owner monthly, in advance in U.S. Dollars. The hire rate under the PGN FSRU Lampung time charter consists of three cost components:

• Capital Element.    The capital element is a fixed per day fee, which is intended to cover remuneration due to the vessel owner for use of the vessel and the provision of time charter services.

• Operating and Maintenance Element.    The operating and maintenance element is a fixed per day fee, subject to annual adjustment, which is intended to cover the operating costs of the vessel, including manning costs, maintenance and repair costs, consumables and stores costs, insurance costs, management and operational costs, miscellaneous costs and alterations not required by Det Norske Veritas GL to maintain class or the IMO.

• Tax Element.    The tax element is a fixed per day fee, equal to the vessel owner’s reasonable estimate of the tax liability for that charter year divided by the number of days in such charter year. If the vessel owner receives a tax refund or credit, the vessel owner will pay such amount to the charterer. Similarly, if any audit required by the time charter reveals that the vessel owner’s reasonable estimate of the tax liability varied from the actual tax liability, the vessel owner or the charterer, as applicable, will pay to the other party the difference in such amount.

If PGN exercises an option to extend the PGN FSRU Lampung time charter beyond its initial term, the hire rate will be determined as set forth above, provided that the capital element will be increased by 50% and the operating and maintenance element will equal cost pass-through.

The hire rate is subject to adjustment if any change in Indonesian law or tax occurs that alters the vessel owner’s performance of the time charter or the charterer requires the vessel owner to lay-up the vessel.

Furthermore, the hire rate is subject to deduction by the charterer for sums due in respect of the vessel owner’s failure to satisfy the performance warranties or if, as a result of an event of force majeure and subject to specified exceptions, the regasificiation flow rate is less than that required to meet the quantity nominated. However, any deduction for the vessel owner’s failure to satisfy the performance warranties may not exceed the aggregate of the capital element and the operating and maintenance element for that day; provided, that such cap does not apply to the vessel owner’s failure to satisfy specified fuel consumption or boil-off warranties.

The charterer will pay the vessel owner the hire rate for time lost due to a Lampung Charterer Risk Event.

Expenses

The vessel owner is responsible for providing certain items and services, which include the Lampung Vessel Owner Expenses and the supply of all LNG required for gassing up and cooling of the vessel. The vessel owner pays for non-Indonesian taxes and alterations required by Det Norske Veritas GL to maintain class or the IMO. The vessel owner also will provide, at is expense, accommodation space for at least two of the charterer’s employees responsible for coordinating terminal operations onshore and offshore, provided that the charterer reimburses the vessel owner for the cost of provisions supplied to such employees.

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The charterer pays for make-up of bunker fuels provided by the vessel owner and during tests; regasified LNG for use as fuel; port charges, pilotage, towing, mooring, agency fees or customs or import duties; duties, levies and taxes relating to unloading; costs and expenses relating to terminal security required by the International Ship and Port Facility Security Code (the “ISPS Code”); and mooring, periodic maintenance, repairs, insurance, inspections and surveys beyond daily inspections and capital spares. The charterer also pays for Indonesian taxes and alterations not required by Det Norske Veritas GL to maintain class or the IMO.

Off-hire

Under the PGN FSRU Lampung time charter, the vessel generally will be deemed off-hire if she is not available for the charterer’s use for a specified amount of time due to, among other things:

• drydocking that exceeds allowances;

• the vessel failing to satisfy specified operational minimum requirements, except as a result of a Lampung Charterer Risk Event or an event of force majeure; or

• the vessel owner’s failure to satisfy the management warranties described above under “—Performance Standards.”

In the event of off-hire, all hire will cease to be due or payable for the duration of off-hire. Notwithstanding the foregoing, hire is not reduced due to an event of off-hire if the event of off-hire does not exceed a specified number of hours in any 12-month period.

Technical Support

Under the PGN FSRU Lampung time charter, the vessel owner is responsible for the technical support services with respect to the vessel, including engagement and provision of a qualified crew, maintaining the vessel, arranging supply of stores and equipment, periodic drydocking and ensuring compliance with applicable regulations, including licensing and certification requirements. These services are provided by Höegh LNG Management pursuant to the technical information and services agreement between the vessel owner and Höegh Norway and the sub-technical support agreement between Höegh Norway and Höegh LNG Management.

Termination

Under the PGN FSRU Lampung time charter, the charterer is entitled to terminate the time charter for the following reasons:

• if, due to one of several specified events of force majeure (“Lampung Nongovernmental Force Majeure”) that results in physical damage to the vessel or the Mooring in respect of which insurance proceeds are payable under the loss of hire insurance and hull and machinery insurance (“Lampung Vessel Force Majeure”), the vessel owner is unable to comply with nominations for a specified number of days;

• if, due to an event of force majeure that is not Lampung Nongovernmental Force Majeure or Lampung Vessel Force Majeure (“Lampung Other Force Majeure”), the vessel owner is unable to comply with nominations for a specified number of days; or

• if there has been an event of force majeure caused by the Indonesian government (“Lampung Governmental Force Majeure”) during a specified number of days.

If the charterer terminates for Lampung Other Force Majeure or Lampung Governmental Force Majeure, the charterer will pay the vessel owner a specified termination fee based upon the year in which the time charter is terminated.

Additionally, after the occurrence of an event of default by the vessel owner, and while such event of default continues, the charterer may terminate the time charter. If the charterer terminates the time charter for certain

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events of default that the vessel owner intentionally or deliberately committed for the purpose of terminating the time charter so that the vessel owner could employ the vessel with a third party, the vessel owner will transfer the vessel’s title to the charterer.

The vessel owner may terminate the time charter after the occurrence of an event of default by the charterer while such event of default continues. If the charterer fails to pay invoiced amounts when due and such failure continues for a specified number of days following notice from the vessel owner, the vessel owner may suspend its performance and remain on-hire until such failure is corrected.

If the time charter is terminated by the vessel owner for an event of default of the charterer, the charterer will pay the vessel owner a specified termination fee based upon the year in which the time charter is terminated. Under such circumstances, as well as if the time charter is terminated by the charterer for Lampung Governmental Force Majeure, the vessel owner may require that the parties begin negotiation of terms under which the vessel owner would be willing to sell to the charterer a 50% ownership interest in the vessel for a specified amount that declines over time and is based upon the year in which the time charter is terminated. If the charterer terminates the time charter for force majeure other than Lampung Governmental Force Majeure or an event of default of the vessel owner, the charterer may require the parties to begin such negotiation.

The time charter will terminate automatically if the vessel is lost or a constructive total loss.

Indemnification

For losses arising out of claims for illness or injuries to or death of any employees of the vessel owner, the vessel owner’s affiliates, certain subcontractors of the vessel owner, persons contracting with the vessel owner under the building contract or the Mooring contract and representatives of each of the foregoing (collectively, the “Lampung Owner’s Group”), the vessel owner will indemnify the charterer, certain affiliates and subcontractors of the charterer, persons executing tug charters and terminal use agreements, persons receiving regasified LNG delivered by the vessel and representatives of each of the foregoing (collectively, the “Lampung Charterer’s Group”). Reciprocal obligations are imposed on the charterer.

For losses arising out of claims for damage to or loss of the vessel or property, equipment or materials owned or leased by any member of the Lampung Owner’s Group, the vessel owner will indemnify the Lampung Charterer’s Group. Similarly, the charterer will indemnify the Lampung Owner’s Group for losses arising out of claims for damage to or loss of property, equipment or materials owned or leased by any member of the Lampung Charterer’s Group or LNG stored on the vessel or the Mooring.

For losses arising from pollution or contamination created by the vessel or the operation thereof or the Mooring, the vessel owner will indemnify the Lampung Charterer’s Group; provided, that the vessel owner’s aggregate liability for each applicable accident will not exceed $150,000,000. For losses arising from pollution or contamination created by, or directly related to, the operation of the downstream pipeline, any LNG carrier or any vessel operating under a tug charter, the charterer will indemnify the Lampung Owner’s Group.

Purchase Option

PGN was granted an option to purchase the PGN FSRU Lampung at specified prices based upon the year in which the option is exercised. Such option to purchase may be exercised commencing in June 2017; however, it may not be exercised if either of the charter extension options has expired without exercise. The option is exercisable upon PGN giving us notice specifying the time and date of delivery, which must be after the third anniversary of the date of delivery. The option to purchase survives termination of the time charter. While we currently believe that it is unlikely that the purchase option will be exercised and we believe that the compensation we would receive upon any exercise by PGN of its purchase option would adequately compensate us for the loss of the PGN FSRU Lampung, there can be no assurance that any proceeds payable to us upon

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exercise of the option would adequately compensate us for the loss of the PGN FSRU Lumpung. If PGN exercises its option to purchase the PGN FSRU Lampung, we will attempt to acquire a replacement vessel with the proceeds from such exercise. However, we may be unable to acquire a suitable replacement vessel, because, among other things that are beyond our control, there may be no replacement vessels that are readily available for purchase at a price that is equal to or less than the proceeds from the option exercise and on terms acceptable to us, or the purchase price of a replacement vessel at the time we identify such replacement vessel may be greater than the proceeds we receive from the exercise of the option. In addition, the hire rate of any replacement vessel we are able to acquire may be lower than the hire rate under the charter. Our inability to find a suitable replacement vessel or the chartering of a replacement vessel at a lower hire rate would have a material adverse effect on our cash flow and on our ability to make cash distributions to our unitholders. Please read “Risk Factors—Risks Inherent in Our Business—PGN has the option to purchase the PGN FSRU Lampung beginning in June 2017. If PGN exercises this option, it could have a material adverse effect on our operating cash flows and our ability to make cash distributions to our unitholders.”

Guarantee

Pursuant to the PGN FSRU Lampung time charter, Höegh LNG guarantees the due and proper performance by PT Hoegh of all its obligations and liabilities under the time charter.

Competition

The FSRU and LNG carrier industries are capital-intensive and operational expertise is critical, which create high barriers to entry. These industries are viewed as an integral part of the LNG industry. A company with a solid track record, knowledge of the market and an experienced, well-trained crew is preferred to a new entrant since the cost and impact of vessel downtime is significant for the customer. Our competitors in the FSRU and LNG carrier industries include BW Maritime Pte. Ltd., Dynagas LNG Partners LP, Excelerate Energy L.P., Exmar NV, GasLog Ltd., GasLog Partners LP, Golar LNG Limited, Golar LNG Partners LP, MOL and Teekay LNG Partners L.P.

Classification, Inspection and Maintenance

Every large, commercial seagoing vessel must be “classed” by a classification society. The classification society certifies that the vessel is “in class,” signifying that the vessel has been built and maintained in accordance with the rules of the classification society and complies with applicable rules and regulations of that particular class of vessel as laid down by that society and the applicable flag state. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake to conduct a survey on application or by official order, acting on behalf of the authorities concerned.

Our FSRUs are “classed” as LNG carriers with the additional class notation REGAS-2 signifying that the regasification installations are designed and approved for continuous operation. To ensure continuous compliance, regular and extraordinary surveys of hull and machinery, including the power plant and any special equipment classed, are required to be performed by a class surveyor. For inspection of the underwater parts and for repairs related to intermediate inspections, vessels generally are drydocked, pursuant to a drydock cycle determined by the classification society and the flag state concerned. However, with FSRUs, certain inspections can be done without drydocking, as special measures are available to inspect the underwater parts. If any defects are found, the class surveyor will issue a “recommendation” which must be rectified by the vessel owner within prescribed time limits. The classification society also undertakes other surveys on request of the flag state and checks that regulations and requirements of that flag state are complied with. These surveys are subject to agreements made for each individual survey and flag state concerned.

It is a condition for insurance coverage (i.e., the “seaworthiness” of the vessel) that the vessel is certified as “in class” with a member of the International Association of Classification Societies. Each of our vessels is certified by Det Norske Veritas GL, compliant with the ISM Code, and “in class.”

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The ship manager carries out inspections of the ships on a regular basis; both at sea and while the vessels are in port, while the classification societies carry out inspections and ship audits to verify conformity with manager’s reports. The results of these inspections, which are conducted both in port and underway, are presented in a report containing recommendations for improvements to the overall condition of the vessel, maintenance, improvements to the safety and environmental protection system and to crew welfare. Among others, based on these evaluations, the ship manager creates and implements a program of continuous maintenance and improvement for its vessel and its systems.

Safety, Management of Ship Operations and Administration

Safety is a top priority. Our vessels are operated in a manner intended to protect the safety and health of employees, the general public and the environment. We actively manage the risks inherent in our business and are committed to eliminating incidents that threaten safety, such as groundings, collisions, loss of containment and fire. We are also committed to reducing emissions and waste generation. We have established key performance indicators to facilitate regular monitoring of our operational performance. We set targets on an annual basis to drive continuous improvement, and we review performance indicators monthly to determine if remedial action is necessary to reach our targets. Höegh LNG’s shore staff performs a full range of technical, commercial and business development services for us. This staff also provides administrative support to our operations in accounting, finance and cash management, legal, commercial insurance and general office administration and secretarial services.

Höegh LNG assists the vessel owners in managing ship operations and maintaining a technical department to monitor and audit ship manager operations. Höegh LNG Management has received its certifications for and works to the standards of ISO 9001 on Quality, ISO 14001 on Environmental Management and Occupational Health and Safety Advisory Services 18001, which concerns occupational health and safety. Additionally, Höegh LNG Management is in the process of obtaining the ISO 29001 standard, which is the sector-specific quality standard for the petroleum, petrochemical and natural gas industry. Through Det Norske Veritas GL, Höegh LNG Management has obtained approval of its safety management systems as being in compliance with the ISM Code, on behalf of the appropriate flag state for the vessels in our fleet, which are flagged in Norway and Indonesia. Our vessels’ safety management certificates are being maintained through ongoing internal audits performed by Höegh LNG Management and through intermediate audits performed by the flag states or recognized classification societies on its behalf. To supplement our operational experience, Höegh LNG provides expertise in various functions critical to our operations. This affords an efficient and cost-effective operation and, pursuant to commercial and administration management agreements with Höegh Norway and a technical information and services agreement with Höegh Norway, access to accounting, finance and cash management, legal, commercial insurance and general office administration and secretarial services. Critical ship management or technical support functions that will be provided by Höegh LNG Management through its various offices around the world include:

• technical management, maintenance and drydocking;

• crew management;

• procurement, purchasing and forwarding logistics;

• marine operations;

• oil major and terminal vetting compliance;

• shipyard supervision;

• insurance; and

• financial services.

These functions are supported by onboard and onshore systems for maintenance, inventory, purchasing and budget management. In addition, Höegh LNG’s day-to-day focus on cost control will be applied to our operations. To some extent, the uniform design of some of our vessels and the adoption of common equipment

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standards should also result in operational efficiencies, including with respect to crew training and vessel management, equipment operation and repair and spare parts ordering.

Maritime Personnel and Competence Development

As of December 31, 2013, Höegh LNG Management employed approximately 350 seafarers who serve on our vessels, of whom approximately 280 are employees and 70 are in a crew pool. However, during 2014, the current non-Norwegian employees of Höegh LNG Management are employed by Höegh Maritime Management, a newly created subsidiary of Höegh Asia. Höegh LNG Management and Höegh Maritime Management will employ and train additional seagoing staff to assist us as we grow. Höegh LNG Management, the ISM-certified company, provides technical management services, including all necessary crew-related services, to the vessel owners pursuant to the ship management agreements. Please read “Certain Relationships and Related Party Transactions—Ship Management Agreements.”

We regard attracting and retaining competent and motivated seagoing personnel as a top priority. Like Höegh LNG, we offer our seafarers competitive employment packages and opportunities for personal and career development, which relates to a philosophy of promoting internally. The officers and crew operating our vessels are employed on individual employment contracts, which are based on International Transport Federation-approved collective bargaining agreements and include conditions determined both by the negotiating parties and the flag states. We believe our relationships with these labor unions are good. Höegh LNG currently is a member of the Norwegian Shipowner’s Association and is participating in some of the collective bargaining agreement negotiations with trade unions.

Our commitment to training is fundamental to the development of the highest caliber of seafarers for our marine operations. Höegh LNG Management’s cadet training approach is designed to balance academic learning with hands-on training at sea. Höegh LNG Management uses only recognized training institutions in Norway and other countries. In 2014, we will have cadets from Europe, Asia and the United States. We believe that high-quality crew and training policies will play an increasingly important role in distinguishing the preferred LNG-experienced independent shipping companies from those that are newcomers to LNG and lacking in-house experienced staff and established expertise on which to base their customer service and safety operations.

Risk of Loss, Insurance and Risk Management

The operation of FSRUs, LNG carriers and other LNG infrastructure assets has inherent risks. These risks include mechanical failure, personal injury, collision, property loss, vessel or cargo loss or damage and business interruption due to political circumstances in foreign countries or hostilities. In addition, there is always an inherent possibility of marine disaster, including explosion, spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. We believe that our present insurance coverage is adequate to protect us against the accident-related risks involved in the conduct of our business and that we maintain appropriate levels of environmental damage and pollution insurance coverage consistent with standard industry practice. However, not all risks can be insured, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates.

We have obtained hull and machinery insurance on all our vessels against marine and war risks, which include the risks of damage to our vessels, including claims arising from collisions with other vessels or contact with jetties or wharves, salvage or towing costs and also insure against actual or constructive total loss of any of our vessels. However, our insurance policies contain deductible amounts for which we will be responsible.

We have also obtained loss of hire insurance to protect us against loss of income in the event the vessel cannot be employed due to damage that is covered under the terms of our hull and machinery insurance. Under our loss of hire policy, our insurer will pay us the hire rate agreed in respect of each vessel for each day, in excess of 20 deductible days, for the time that the vessel is out of service as a result of damage, for a maximum of 180 days.

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Protection and indemnity insurance, which covers our third-party legal liabilities in connection with our shipping activities, is provided by a mutual P&I club. This includes third-party liability and other expenses related to the injury or death of crewmembers, passengers and other third-party persons, loss or damage to cargo and other damage to other third-party property, including pollution arising from oil or other substances, and other related costs, including wreck removal.

Our current protection and indemnity insurance coverage for pollution is limited to $3.07 billion for all liabilities, except for pollution, which is limited to $1 billion per vessel per incident. We are a member of the Gard P&I Club, which is one of the 13 P&I clubs that comprises the International Group. Members of the International Group insure approximately 90% of the world’s commercial tonnage, and they have entered into a pooling agreement to reinsure each P&I club’s liabilities. P&I clubs provide the basic layer of insurance, which is currently $9 million. For members of the International Group, the International Group provides the next layer of insurance, covering liability between $9 million and $30 million. For liabilities above $30 million, the International Group has one of the world’s largest reinsurance contracts, with the maximum liability per accident or occurrence currently set at $3 billion. As a member of the Gard P&I Club, we are subject to a call for additional premiums based on the clubs’ claims record, as well as the claims record of all other members of the P&I clubs comprising the International Group. However, our P&I club has reinsured the risk of additional premium calls to limit our additional exposure. This reinsurance is subject to a cap, and there is the risk that the full amount of the additional call would not be covered by this reinsurance.

The insurers providing the covers for hull and machinery, loss of hire and protection and indemnity have confirmed that they will consider the FSRUs as vessels for the purpose of providing insurance.

We will use in our operations Höegh LNG’s thorough risk management program that includes, among other things, computer-aided risk analysis tools, maintenance and assessment programs, a seafarers competence training program, seafarers workshops and membership in emergency response organizations. We expect to benefit from Höegh LNG’s commitment to safety and environmental protection as certain of its subsidiaries assist us in managing our vessel operations. Höegh LNG Management has been certified under the standards reflected in ISO 9001 for quality assurance and is certified in accordance with the International Marine Organization’s International Management Code for the Safe Operation of Ships and Pollution Prevention on a fully integrated basis.

Environmental and Other Regulation

General

Governmental and international agencies extensively regulate the carriage, handling, storage and regasification of LNG. These regulations include international conventions and national, state and local laws and regulations in the countries where our vessels now or, in the future, will operate or where our vessels are registered. We cannot predict the ultimate cost of complying with these regulations or the impact that these regulations will have on the resale value or useful lives of our vessels. Various governmental and quasi-governmental agencies require us to obtain permits, licenses and certificates for the operation of our vessels.

We believe that we are substantially in compliance with applicable environmental laws and regulations and have all permits, licenses and certificates required for our vessels. In many cases where permits are required from countries to whose jurisdictional waters our vessels have been deployed, the charter party or its customer is responsible for obtaining the permit. A variety of governmental and private entities inspect our vessels on both a scheduled and unscheduled basis. These entities, each of which may have unique requirements and each of which conducts frequent inspections, include classification societies, flag state, or the administration of the country of registry, charterers, terminal operators, LNG producers and local port authorities, such as the U.S. Coast Guard, harbor master or equivalent. Our vessels are subject to inspections on an unscheduled basis and we expect, in the future, they will also be subject to inspection by the applicable governmental and private entities on a scheduled basis. However, future noncompliance or failure to maintain necessary permits or approvals could require us to incur substantial costs or temporarily suspend operation of one or more of our vessels.

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Höegh LNG Management is operating in compliance with the ISO Environmental Standard for the management of the significant environmental aspects associated with the ownership and operation of a fleet of FSRUs and LNG carriers. Höegh Norway received its ISO 9001 certification (Quality Management Systems) in May 2008, which also includes certification of Höegh LNG Management. Höegh Norway also received its certification to the ISO 14001 Environmental Standard, which requires that we and Höegh LNG Management commit managerial resources to act on our environmental policy through an effective management system.

International Maritime Regulations of FSRUs and LNG Carriers

The IMO is the United Nations’ agency that provides international regulations governing shipping and international maritime trade. The requirements contained in the ISM Code promulgated by the IMO govern our operations. Among other requirements, the ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a policy for safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and also describing procedures for responding to emergencies. Höegh LNG Management holds a Document of Compliance under the ISM Code for operation of the GDF Suez Neptune and the GDF Suez Cape Ann, and PT Hoegh holds a Document of Compliance under the ISM Code for operation of the PGN FSRU Lampung. All Documents of Compliance meet the standards set by the IMO.

Vessels that transport gas, including FSRUs and LNG carriers, are also subject to regulation under the International Gas Carrier Code (the “IGC Code”), published by the IMO. The IGC Code provides a standard for the safe carriage of LNG and certain other liquid gases by prescribing the design and construction standards of vessels involved in such carriage. Compliance with the IGC Code must be evidenced by a Certificate of Fitness for the Carriage of Liquefied Gases in Bulk. Each of our vessels is in compliance with the IGC Code, and each of our newbuildings contracts requires that the vessel receive certification of compliance with applicable regulations before she is delivered. Noncompliance with the IGC Code or other applicable IMO regulations may subject a vessel owner or a bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports.

The IMO also promulgates ongoing amendments to SOLAS. SOLAS provides rules for the construction of and equipment required for commercial vessels and includes regulations for safe operation. It requires the provision of lifeboats and other life-saving appliances, requires the use of the Global Maritime Distress and Safety System, which is an international radio equipment and watchkeeping standard, afloat and at shore stations, and relates to the Treaty on the Standards of Training and Certification of Watchkeeping Officers (“STCW”), also promulgated by the IMO. Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.

SOLAS and other IMO regulations concerning safety, including those relating to treaties on training of shipboard personnel, lifesaving appliances, radio equipment and the global maritime distress and safety system, are applicable to our operations. Noncompliance with these types of IMO regulations may subject us to increased liability or penalties, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. For example, the U.S. Coast Guard and European Union authorities have indicated that vessels not in compliance with the ISM Code are prohibited from trading in U.S. and European Union ports.

In the wake of increased worldwide security concerns, the IMO amended SOLAS and added the ISPS Code as a new chapter to that convention. The objective of the ISPS Code, which came into effect on July 1, 2004, is to detect security threats and take preventive measures against security incidents affecting ships or port facilities. Höegh LNG Management has developed Security Plans and appointed and trained Ship and Office Security Officers, and all of our vessels have been certified to meet the ISPS Code. See “—Vessel Security Regulations” for a more detailed discussion about these requirements.

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The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulation may have on our operations.

Air Emissions

The MARPOL Convention is the principal international convention negotiated by the IMO governing marine pollution prevention and response. The MARPOL Convention imposes environmental standards on the shipping industry relating to oil spills, management of garbage, the handling and disposal of noxious liquids, sewage and air emissions. MARPOL 73/78 Annex VI “Regulations for the Prevention of Air Pollution” (“Annex VI”) entered into force on May 19, 2005, and applies to all ships, fixed and floating drilling rigs and other floating platforms. Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from ship exhausts, emissions of volatile compounds from cargo tanks and incineration of specific substances, and prohibits deliberate emissions of ozone-depleting substances. Annex VI also includes a global cap on sulfur content of fuel oil and allows for special areas to be established in different regions of the world with more stringent controls on sulfur emissions. The certification requirements for Annex VI depend on size of the vessel and time of periodical classification survey. Ships more than 400 gross tons and engaged in international voyages involving countries that have ratified the conventions, or ships flying the flag of those countries, are required to have an International Air Pollution Certificate (an “IAPP Certificate”). Annex VI came into force in the United States on January 8, 2009. All of our vessels currently have IAPP Certificates.

In March 2006, the IMO amended Annex I to the MARPOL Convention, including a new regulation relating to oil fuel tank protection, which became effective August 1, 2007. The new regulation applies to various ships delivered on or after August 1, 2010. It includes requirements for the protected location of the fuel tanks, performance standards for accidental oil fuel outflow, a tank capacity limit and certain other maintenance, inspection and engineering standards. IMO regulations also require owners and operators of vessels to adopt Ship Oil Pollution Emergency Plans. Periodic training and drills for response personnel and for vessels and their crews are required.

On July 1, 2010, amendments proposed by the United States, Norway and other IMO member states to Annex VI took effect that require progressively stricter limitations on sulfur emissions from ships. In Emission Control Areas, limitations on sulfur emissions require that fuels contain no more than 1% sulfur. As of January 1, 2012, fuel used to power ships may not contain more than 3.5% sulfur. This cap has begun to decrease progressively and will continue to do so until it reaches 0.5% by January 1, 2020. The European Directive 2005/33/EU, which came into effect January 1, 2010, bans the use of fuel oils containing more than 0.1% sulfur by mass by any merchant vessel while at berth in any European Union country. Our FSRUs have achieved compliance through use of gas boil-off and low sulfur marine diesel oil in their diesel generators and boilers. The amendments also establish new stringent standards for emissions of nitrogen oxides from new marine engines, depending on their date of installation.

As discussed in “—U.S. Clean Air Act” below, U.S. air emissions standards are now equivalent to these amended Annex VI requirements. Additional or new conventions, laws and regulations may be adopted in the future and could require the installation of emission control systems. Because our vessels are largely powered by means other than fuel oil we do not anticipate that any emission limits that may be promulgated will require us to incur any material costs for the operation of our vessels but that possibility cannot be eliminated.

Ballast Water Management Convention

The IMO has negotiated international conventions that impose liability for oil pollution in international waters and the territorial waters of the signatory to such conventions. For example, the IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the “BWM Convention”) in February 2004. The BWM Convention’s implementing regulations call for a phased introduction

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of mandatory ballast water exchange requirements, to be replaced in time with a requirement for treatment. The BWM Convention will not become effective until 12 months after it has been adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world’s merchant shipping. Though this standard has not been met, the IMO has passed a resolution encouraging the ratification of the BWM Convention and calling upon those countries that have already ratified to encourage the installation of ballast water management systems (“BWMS”) on new ships. As referenced below, the U.S. Coast Guard issued new ballast water management rules on March 23, 2012, and the U.S. Environmental Protection Agency (the “EPA”) issued a new Vessel General Permit in March 2013 that contains numeric technology-based ballast water effluent limitations that will apply to certain commercial vessels with ballast water tanks. Under the requirements of the BWM Convention for units with ballast water capacity more than 5,000 cbm that were constructed in 2011 or before, ballast water management exchange or treatment will be accepted until 2016. From 2016 (or not later than the first renewal date of the International Oil Pollution Prevention Certificate after 2016), only ballast water treatment will be accepted by the BWM Convention. Installation of ballast water treatment systems will be needed on the GDF Suez Neptune and the GDF Suez Cape Ann. Given that ballast water treatment technologies are still at the developmental stage, at this time the additional costs of complying with these rules are unclear, but current estimates suggest that additional costs are not likely to be material.

Bunkers Convention/CLC State Certificate

The International Convention on Civil Liability for Bunker Oil Pollution 2001 (the “Bunker Convention”) entered into force in signatory states to the Convention on November 21, 2008. The Bunker Convention provides a liability, compensation and compulsory insurance system for the victims of oil pollution damage caused by spills of bunker oil. The Bunker Convention requires the vessel owner that is liable for pollution damage to pay compensation for such damage (including the cost of preventive measures) caused in the territory, including the territorial sea of a State Party, as well as its economic zone or equivalent area. Registered owners of any seagoing vessel and seaborne craft over 1,000 gross tonnage, of any type whatsoever, and registered in a State Party, or entering or leaving a port in the territory of a State Party, are required to maintain insurance that meets the requirements of the Bunker Convention and to obtain a certificate issued by a State Party attesting that such insurance is in force. The State Party-issued certificate must be carried onboard at all times.

P&I clubs in the International Group issue the required Bunkers Convention “Blue Cards” to enable signatory states to issue certificates. All of our vessels have received “Blue Cards” from their P&I club and are in possession of a CLC State-issued certificate attesting that the required insurance coverage is in force.

The flag state, as defined by the United Nations Convention on Law of the Sea, has overall responsibility for the implementation and enforcement of international maritime regulations for all ships granted the right to fly its flag. The “Shipping Industry Guidelines on Flag State Performance” evaluates flag states based on factors such as sufficiency of infrastructure, ratification of international maritime treaties, implementation and enforcement of international maritime regulations, supervision of surveys, casualty investigations and participation at the IMO meetings.

Anti-Fouling Requirements

In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships (the “Anti-fouling Convention”). The Anti-fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels after September 1, 2003. Vessels of over 400 gross tons engaged in international voyages must obtain an International Anti-fouling System Certificate and undergo a survey before the vessel is put into service or when the anti-fouling systems are altered or replaced. We have obtained Anti-fouling System Certificates for all of our vessels, and we do not believe that maintaining such certificates will have an adverse financial impact on the operation of our vessels.

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U.S. Environmental Regulation of FSRUs and LNG Carriers

Our vessels operating in U.S. waters now or, in the future, will be subject to various federal, state and local laws and regulations relating to protection of the environment. In some cases, these laws and regulations require governmental permits and authorizations before we may conduct certain activities. These environmental laws and regulations may impose substantial penalties for noncompliance and substantial liabilities for pollution that occurs. Failure to comply with these laws and regulations may result in substantial civil and criminal fines and penalties. As with the industry generally, our operations will entail risks in these areas, and compliance with these laws and regulations, which may be subject to frequent revisions and reinterpretation, increases our overall cost of business.

Oil Pollution Act and CERCLA

OPA 90 established an extensive regulatory and liability regime for environmental protection and clean-up of oil spills. OPA 90 affects all owners and operators whose vessels trade with the United States or its territories or possessions, or whose vessels operate in the waters of the United States, which include the U.S. territorial waters and the 200 nautical mile exclusive economic zone of the United States. CERCLA applies to the discharge of hazardous substances whether on land or at sea. While OPA 90 and CERCLA would not apply to the discharge of LNG, they may affect us because we carry oil as fuel and lubricants for our engines, and the discharge of these could cause an environmental hazard. Under OPA 90, vessel operators, including vessel owners, managers and bareboat or “demise” charterers, are “responsible parties” who are all liable regardless of fault, individually and as a group, for all containment and clean-up costs and other damages arising from oil spills from their vessels. These “responsible parties” would not be liable if the spill results solely from the act or omission of a third party, an act of God or an act of war. The other damages aside from clean-up and containment costs are defined broadly to include:

• natural resource damages and related assessment costs;

• real and personal property damages;

• net loss of taxes, royalties, rents, profits or earnings capacity;

• net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards; and

• loss of subsistence use of natural resources.

Effective as of July 31, 2009, the U.S. Coast Guard adjusted the limits of OPA 90 liability to the greater of $2,000 per gross ton or $17.088 million for any double-hull tanker that is over 3,000 gross tons (subject to possible adjustment for inflation) (relevant to our and Höegh LNG’s vessels). These limits of liability do not apply, however, where the incident is caused by violation of applicable U.S. federal safety, construction or operating regulations, or by the responsible party’s gross negligence or willful misconduct. These limits likewise do not apply if the responsible party fails or refuses to report the incident or to cooperate and assist in connection with the substance removal activities. This limit is subject to possible adjustment for inflation. OPA 90 specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters. In some cases, states, which have enacted their own legislation, have not yet issued implementing regulations defining vessel owners’ responsibilities under these laws.

CERCLA, which also applies to owners and operators of vessels, contains a similar liability regime and provides for cleanup, removal and natural resource damages for releases of “hazardous substances.” Liability under CERCLA is limited to the greater of $300 per gross ton or $0.5 million for each release from vessels not carrying hazardous substances as cargo or residue, and $300 per gross ton or $5 million for each release from vessels carrying hazardous substances as cargo or residue. As with OPA 90, these limits of liability do not apply where the incident is caused by violation of applicable U.S. federal safety, construction or operating regulations, by the responsible party’s gross negligence or willful misconduct or if the responsible party fails or refuses to

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report the incident or to cooperate and assist in connection with the substance removal activities. OPA 90 and CERCLA each preserve the right to recover damages under existing law, including maritime tort law. We believe that we are in substantial compliance with OPA 90, CERCLA and all applicable state regulations in the ports where our vessels call.

OPA 90 requires owners and operators of vessels to establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet the limit of their potential strict liability under OPA 90/CERCLA. Under the regulations, evidence of financial responsibility may be demonstrated by insurance, surety bond, self-insurance or guaranty. Under OPA 90 regulations, an owner or operator of more than one vessel is required to demonstrate evidence of financial responsibility for the entire fleet in an amount equal only to the financial responsibility requirement of the vessel having the greatest maximum liability under OPA 90/CERCLA. We currently maintain U.S. Coast Guard National Pollution Funds Center-issued three-year Certificates of Financial Responsibility supported by guarantees that we purchased from an insurance-based provider for all of our vessels.

In response to the BP Deepwater Horizon oil spill, the U.S. Congress is currently considering a number of bills that could potentially increase or even eliminate the limits of liability under OPA 90. Compliance with any new requirements of OPA 90 may substantially impact our cost of operations or require us to incur additional expenses to comply with any new regulatory initiatives or statutes. Additional legislation or regulation applicable to the operation of our vessels that may be implemented in the future could adversely affect our business and ability to make cash distributions to our unitholders.

U.S. Clean Water Act

The CWA prohibits the discharge of oil or hazardous substances in U.S. navigable waters unless authorized by a permit or exemption, and imposes strict liability in the form of penalties for unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA 90 and CERCLA. The EPA has enacted rules governing the regulation of ballast water discharges and other discharges incidental to the normal operation of vessels within U.S. waters. The rules require commercial vessels 79 feet in length or longer (other than commercial fishing vessels) (“Regulated Vessels”) to obtain a CWA permit regulating and authorizing such normal discharges. This permit, which the EPA has designated as the Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels (the “VGP”), incorporates the current U.S. Coast Guard requirements for ballast water management, as well as supplemental ballast water requirements, and includes limits applicable to 26 specific discharge streams, such as deck runoff, bilge water and gray water. For each discharge type, among other things, the VGP establishes effluent limits pertaining to the constituents found in the effluent, including best management practices (the “BMPs”) designed to decrease the amount of constituents entering the waste stream. Unlike land-based discharges, which are deemed acceptable by meeting certain EPA-imposed numerical effluent limits, each of the 26 VGP discharge limits is deemed to be met when a Regulated Vessel carries out the BMPs pertinent to that specific discharge stream. The VGP imposes additional requirements on certain Regulated Vessel types that emit discharges unique to those vessels. Administrative provisions, such as inspection, monitoring, recordkeeping and reporting requirements, are also included for all Regulated Vessels.

U.S. Ballast Water Regulation

In the United States, two federal agencies regulate ballast water discharges, the EPA, through the VGP, and the U.S. Coast Guard, through approved BWMS. On March 28, 2013, the EPA published a new VGP to replace the existing VGP when it expired in December 2013. The new VGP includes numeric effluent limits for ballast water expressed as the maximum concentration of living organisms in ballast water, as opposed to the current BMPs requirements. The new VGP also imposes a variety of changes for non-ballast water discharges including more stringent BMPs for discharges of oil-to-sea interfaces in an effort to reduce the toxicity of oil leaked into U.S. waters. For certain existing vessels, the EPA has adopted a staggered implementation schedule to require

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vessels to meet the ballast water effluent limitations by the first drydocking after January 1, 2014 or January 1, 2016, depending on the vessel size. Vessels that are constructed after December 1, 2013 are subject to the ballast water numeric effluent limitations immediately upon the effective date of the new VGP.

On June 20, 2012, the final rule issued by the U.S. Coast Guard establishing standards for the allowable concentration of living organisms in ballast water discharged in U.S. waters and requiring the phase-in of U.S. Coast Guard-approved BWMS went into effect. The final rule adopts ballast water discharge standards for vessels calling on U.S. ports and intending to discharge ballast water equivalent to those set in the BWM Convention. The final rule requires that ballast water discharge have no more than 10 living organisms per milliliter for organisms between 10 and 50 micrometers in size. For organisms larger than 50 micrometers, the discharge can have 10 living organisms per cbm of discharge. The U.S. Coast Guard will review the practicability of implementing a more stringent ballast water discharge standard and publish the results no later than January 1, 2016. The rule requires installation of U.S. Coast-Guard approved BWMS by new vessels constructed on or after December 1, 2013 and existing vessels as of their first drydocking after January 1, 2016. If U.S. Coast Guard-type approved technologies are not available by a vessel’s compliance date, the vessel may request an extension to the deadline from the U.S. Coast Guard.

U.S. Clean Air Act

The U.S. Clean Air Act of 1970, as amended, requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas and emission standards for so-called “Category 3” marine diesel engines operating in U.S. waters. The marine diesel engine emission standards are currently limited to new engines beginning with the 2004 model year. On April 30, 2010, the EPA promulgated final emission standards for Category 3 marine diesel engines equivalent to those adopted in the amendments to Annex VI. The emission standards apply in two stages: near-term standards for newly-built engines apply from 2011, and long-term standards requiring an 80% reduction in nitrogen dioxides will apply from 2016. Compliance with these standards may cause us to incur costs to install control equipment on our vessels in the future.

Regulation of Greenhouse Gas Emissions

In February 2005, the Kyoto Protocol entered into force. Pursuant to the Kyoto Protocol, adopting countries are required to implement national programs to reduce emissions of greenhouse gases. In December 2009, more than 27 nations, including the United States and China, signed the Copenhagen Accord, which includes a nonbinding commitment to reduce greenhouse gas emissions. The IMO is evaluating various mandatory measures to reduce greenhouse gas emissions from international shipping, which may include market-based instruments or a carbon tax. The European Commission is currently considering possible European action to introduce monitoring, reporting and verification of greenhouse gas emissions from maritime transport as a first step towards measures to reduce these emissions.

On January 1, 2013, the IMO’s approved mandatory measures to reduce emissions of greenhouse gases from international shipping went into force. These include amendments to Annex VI for the prevention of air pollution from ships adding a new Chapter 4 to Annex VI on energy efficiency requiring the Energy Efficiency Design Index (the “EEDI”) for new ships, and the Ship Energy Efficiency Management Plan (the “SEEMP”) for all ships. Other amendments to Annex VI add new definitions and requirements for survey and certification, including the format for the International Energy Efficiency Certificate. The regulations apply to all ships of 400 gross tonnage and above. These new rules will likely affect the operations of vessels that are registered in countries that are signatories to Annex VI or vessels that call upon ports located within such countries. The implementation of the EEDI and the SEEMP standards could cause us to incur additional compliance costs. The IMO is also considering the development of a market-based mechanism for greenhouse gas emissions from ships, but it is impossible to predict the likelihood that such a standard might be adopted or its potential impact on our operations at this time.

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In the United States, the EPA issued a final finding that greenhouse gases threaten public health and safety and has promulgated regulations that regulate the emission of greenhouse gases, but not from ships. The EPA may decide in the future to regulate greenhouse gas emissions from ships and has already been petitioned by the California Attorney General to regulate greenhouse gas emissions from oceangoing vessels. Other federal and state regulations relating to the control of greenhouse gas emissions may follow, including climate change initiatives that have recently been considered in the U.S. Congress. Any passage of climate control legislation or other regulatory initiatives by the IMO, the European Union, the United States or other countries where we operate, or any treaty adopted at the international level, that restrict emissions of greenhouse gases could require us to make significant financial expenditures that we cannot predict with certainty at this time. In addition, even without such regulation, our business may be indirectly affected to the extent that climate change results in sea level changes or more intense weather events.

Other federal and state laws and regulations relating to the control of greenhouse gas emissions may come into effect, including climate change initiatives that have been considered in the U.S. Congress. Any passage of climate control legislation or other regulatory initiatives by the IMO, the European Union, the United States or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol, that restrict emissions of greenhouse gases could require us to make significant financial expenditures that we cannot predict with certainty at this time. In addition, even without such regulation, our business may be indirectly affected to the extent that climate change results in sea level changes or more intense weather events.

Vessel Security Regulations

Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the Maritime Transportation Act of 2002 (the “MTSA”) came into effect. To implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. The new chapter became effective in July 2004 and imposed various detailed security obligations on vessels and port authorities, most of which are contained in the ISPS Code. The ISPS Code is designed to protect ports and international shipping against terrorism. After July 1, 2004, to trade internationally, a vessel must obtain an International Ship Security Certificate (an “ISSC”) from a recognized security organization approved by the vessel’s flag state.

Among the various requirements are:

• onboard installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status;

• onboard installation of ship security alert systems, which do not sound on the vessel but only alert the authorities onshore;

• the development of vessel security plans;

• ship identification number to be permanently marked on a vessel’s hull;

• a continuous synopsis record kept onboard showing a vessel’s history, including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and

• compliance with flag state security certification requirements.

The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from obtaining U.S. Coast Guard-approved MTSA vessel security plans provided such vessels have onboard an ISSC that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code.

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Our ship manager has developed Security Plans and appointed and trained Ship and Office Security Officers, and each of the vessels in our fleet complies with the requirements of the ISPS Code, SOLAS and the MTSA.

Other Regulations

International Conventions

Our vessels may also become subject to the 2010 HNS Convention, if it is adopted by a sufficient number of countries. The Convention creates a regime of liability and compensation for damage from hazardous and noxious substances (“HNS”), including liquefied gases. The 2010 HNS Convention sets up a two-tier system of compensation composed of compulsory insurance taken out by vessel owners and an HNS Fund which comes into play when the insurance is insufficient to satisfy a claim or does not cover the incident. Under the 2010 HNS Convention, if damage is caused by bulk HNS, claims for compensation will first be sought from the vessel owner up to a maximum of 100 million from the supplementary foreign exchange reserve assets defined and maintained by the International Monetary Fund called Special Drawing Rights (“SDR”). If the damage is caused by packaged HNS or by both bulk and packaged HNS, the maximum liability is 115 million SDR. Once the limit is reached, compensation will be paid from the HNS Fund up to a maximum of 250 million SDR. The 2010 HNS Convention has not been ratified by a sufficient number of countries to enter into force, and we cannot estimate the costs that may be needed to comply with any such requirements that may be adopted with any certainty at this time.

Indonesia Environmental Regulation of FSRUs

In Indonesia, the environmental requirements of downstream business activity for the gas industry are regulated and supervised by the Government of Indonesia and controlled through business and technical licenses issued by the Minister of Energy and Mineral Resources and BPH Migas, the regulatory agency for downstream oil and gas activity. Under Law 22, the Government of Indonesia has the exclusive rights to gas exploitation and activities carried out by private entities based on government-issued licenses. Companies engaging in downstream activities must comply with environmental management and occupational health and safety provisions related to operations. This includes obtaining environmental licenses and conducting environmental monitoring and reporting for activities that may have an impact on the environment. Failure to comply with these laws and obtain the necessary business and technical licenses may subject us to sanctions including suspension and/or freezing of the business and responsibility for all damages arising from any violation. We believe we are currently in compliance with these laws and hold all applicable licenses. However, these laws are subject to change, and we cannot predict any future changes in the regulatory environment, which could result in increased costs to our business.

China Environmental Regulation of FSRUs

Effective June 1, 2011, the Ministry of Transport of the People’s Republic of China (the “PRC”) promulgated regulations on Ship-Induced Marine Pollution Emergency Preparation and Response Management (the “Emergency Response Regulations 2011”) together with the Detailed Rules on the implementation of the Ship-Induced Pollution Response Agreement Regime issued by the Marine Safety Administration (the “MSA”) of the PRC. In addition, the Prevention and Control of Marine Pollution from Ships were implemented in 2010, which requires operators of (i) any ship carrying polluting and hazardous cargoes in bulk or (ii) any other ships above 10,000 gross tons to enter into a Ship Pollution Response Agreement with a pollution clean-up company approved by the MSA prior to the vessel entering any PRC port. Under the Emergency Response Regulations 2011, operators are liable for all costs and expenses for any pollution and must be paid or secured with a financial guarantee before the vessel leaves the port.

While we believe we are in compliance with these regulations and have a Ship Pollution Response Agreement in place for our vessels, we cannot predict whether any accidental pollution may occur, whether it will cause us to incur costs and/or penalties or what the amount of any such costs or penalties may be.

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In-House Inspections

Höegh LNG Management, our ship manager, regularly inspects our vessels for compliance with laws of host countries; both at sea and while in port. We also inspect and audit our vessels regularly to verify conformity with manager’s reports. These inspections result in a report containing recommendations for improvements to the overall condition of the vessel, maintenance, safety and crew welfare. Based in part on these evaluations, we create and implement a program of continual maintenance for our vessels and their systems.

Properties

Other than our vessels, we do not own any material property.

Legal Proceedings

From time to time we have been, and expect to continue to be, subject to legal proceedings and claims in the ordinary course of our business, principally personal injury and property casualty claims. These claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. We are not aware of any legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on us.

Taxation of the Partnership

The following are discussions of the material tax considerations applicable to us under U.S., United Kingdom, Marshall Islands, Norway and Singapore law, respectively, and each such discussion is the opinion of our tax counsel in such jurisdiction insofar as it contains legal conclusions based upon application of the tax law of the applicable jurisdiction to our particular factual circumstances. The opinions of our counsel are dependent on the accuracy of factual representations made by us to them, including descriptions of our operations contained herein. This discussion is based upon provisions of the applicable tax law as in effect on the date of this prospectus, regulations and current administrative rulings and court decisions, all of which are subject to change or differing interpretation, possibly with retroactive effect. Changes in these authorities or their interpretation may cause the tax consequences to vary substantially from the consequences described below. Statements contained herein that “we believe,” “we expect” or similar phrases are not legal conclusions or opinions of counsel.

United States Taxation

The following is a discussion of the material U.S. federal income tax considerations applicable to us and is the opinion of Vinson & Elkins L.L.P., our U.S. counsel, insofar as it contains legal conclusions based upon the application of U.S. federal income tax law to our particular factual circumstances. This discussion is based upon provisions of the Code as in effect on the date of this prospectus, Treasury Regulations, and current administrative rulings and court decisions, all of which are subject to change or differing interpretation, possibly with retroactive effect. Changes in these authorities or their interpretation may cause the tax consequences to vary substantially from the consequences described below. The following discussion does not purport to be a comprehensive description of all of the U.S. federal income tax considerations applicable to us.

Election to be Treated as a Corporation

We have elected to be treated as a corporation for U.S. federal income tax purposes. As such, we will be subject to U.S. federal income tax to the extent we earn income from U.S. sources or income that is treated as effectively connected with the conduct of a trade or business in the United States, unless such income is exempt from tax under Section 883 of the Code or otherwise.

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Taxation of Operating Income

We expect that substantially all of our gross income will be attributable to the transportation, regasification and storage of LNG. Gross income generated from regasification and storage of LNG outside of the United States generally will not be subject to U.S. federal income tax, and gross income generated from such activities in the United States generally will be subject to U.S. federal income tax on a net basis plus a branch profits tax. Gross income that is attributable to transportation that either begins or ends, but that does not both begin and end, in the United States (“U.S. Source International Transportation Income”) will be considered to be 50.0% derived from sources within the United States and may be subject to U.S. federal income tax on a gross basis as described below. Gross income attributable to transportation that both begins and ends in the United States (“U.S. Source Domestic Transportation Income”) will be considered to be 100.0% derived from sources within the United States and generally will be subject to U.S. federal income tax on a net basis plus a branch profits tax. Gross income attributable to transportation exclusively between non-U.S. destinations will be considered to be 100.0% derived from sources outside the United States and generally will not be subject to U.S. federal income tax.

We are not permitted by law to engage in transportation that gives rise to U.S. Source Domestic Transportation Income, and we currently do not anticipate providing any regasification or storage services in the United States. However, certain of our activities give rise to U.S. Source International Transportation Income, and future expansion of our operations could result in an increase in the amount of U.S. Source International Transportation Income, all of which could be subject to U.S. federal income taxation unless an exemption from U.S. taxation applies under Section 883 of the Code (the “Section 883 Exemption”).

The Section 883 Exemption

In general, the Section 883 Exemption provides that if a non-U.S. corporation satisfies the requirements of Section 883 of the Code and Treasury Regulations thereunder (the “Section 883 Regulations”), it will not be subject to the net basis and branch profits taxes or the 4.0% gross basis tax described below on its U.S. Source International Transportation Income. The Section 883 Exemption applies only to U.S. Source International Transportation Income and does not apply to U.S. Source Domestic Transportation Income. As discussed below, we believe that based on our ownership structure after the consummation of the offering, the Section 883 Exemption will apply and we will not be subject to U.S. federal income tax on our U.S. Source International Transportation Income.

We will qualify for the Section 883 Exemption for a particular taxable year if, among other things, we meet the following three requirements:

• we are organized in a jurisdiction outside the United States that grants an equivalent exemption from tax to corporations organized in the United States with respect to the types of U.S. Source International Transportation Income that we earn (an “Equivalent Exemption”);

• we satisfy the Publicly Traded Test (as described below) or the Qualified Shareholder Stock Ownership Test (as described below); and

• we meet certain substantiation, reporting and other requirements.

In order for a non-U.S. corporation to meet the Publicly Traded Test, its equity interests must be “primarily traded” and “regularly traded” on an established securities market either in the United States or in a jurisdiction outside the United States that grants an Equivalent Exemption. The Section 883 Regulations provide, in pertinent part, that equity interests in a non-U.S. corporation will be considered to be “primarily traded” on an established securities market in a given country if, with respect to the class or classes of equity relied upon to meet the “regularly traded” requirement described below, the number of units of each such class that are traded during any taxable year on all established securities markets in that country exceeds the number of units in such class that are traded during that year on established securities markets in any other single country.

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Equity interests in a non-U.S. corporation will be considered to be “regularly traded” on an established securities market under the Section 883 Regulations if one or more classes of such equity interests that, in the aggregate, represent more than 50.0% of the combined vote and value of all outstanding equity interests in the non-U.S. corporation satisfy certain listing and trading volume requirements. These listing and trading volume requirements will be satisfied with respect to a class of equity interests if trades in such class are effected, other than in de minimis quantities, on an established securities market on at least 60 days during the taxable year and the aggregate number of units in such class that are traded on such established securities market during the taxable year is at least 10.0% of the average number of units outstanding in that class during the taxable year (with special rules for short taxable years). In addition, a class of equity interests will be considered to satisfy these listing and trading volume requirements if the equity interests in such class are traded during the taxable year on an established securities market in the United States and are “regularly quoted by dealers making a market” in such class (within the meaning of the Section 883 Regulations).

Even if a class of equity interests satisfies the foregoing requirements, and thus generally would be treated as “regularly traded” on an established securities market, an exception may apply to cause the class to fail the regularly traded test for a taxable year if, for more than half of the number of days during the taxable year, one or more 5.0% unitholders (i.e., unitholders owning, actually or constructively, at least 5.0% of the vote and value of that class) own in the aggregate 50.0% or more of the vote and value of the class (which we refer to as the Closely Held Block Exception). For purposes of identifying its 5.0% unitholders, a non-U.S. corporation is entitled to rely on Schedule 13D and Schedule 13G filings with the SEC. In addition, an investment company that is registered under the Investment Company Act of 1940, as amended, is not treated as a 5.0% unitholder. The Closely Held Block Exception does not apply, however, in the event the corporation can establish that a sufficient proportion of such 5.0% unitholders are Qualified Shareholders (as defined below) so as to preclude other persons who are 5.0% unitholders from owning 50.0% or more of the value of that class for more than half the days during the taxable year.

As set forth above, as an alternative to satisfying the Publicly Traded Test, a non-U.S. corporation may qualify for the Section 883 Exemption by satisfying the Qualified Shareholder Stock Ownership Test. A corporation generally will satisfy the Qualified Shareholder Stock Ownership Test if more than 50.0% of the value of its outstanding equity interests is owned, or treated as owned after applying certain attribution rules, for at least half of the number of days in the taxable year by:

• individual residents of jurisdictions that grant an Equivalent Exemption;

• non-U.S. corporations organized in jurisdictions that grant an Equivalent Exemption and that meet the Publicly Traded Test; or

• certain other qualified persons described in the Section 883 Regulations (which we refer to collectively as Qualified Shareholders).

We expect that we will initially satisfy all of the requirements for the Section 883 Exemption for the year of the offering and all future taxable years. First, we are organized under the laws of the Republic of the Marshall Islands. The U.S. Treasury Department has recognized the Republic of the Marshall Islands as a jurisdiction that grants an Equivalent Exemption with respect to the type of U.S. Source International Transportation Income we are expected to earn. Consequently, our U.S. Source International Transportation Income (including for this purpose, any such income earned by our joint ventures and subsidiaries) should be exempt from U.S. federal income taxation provided we meet either the Publicly Traded Test or the Qualified Shareholder Stock Ownership Test and we satisfy certain substantiation, reporting and other requirements.

It is the opinion of our U.S. counsel that our common units should initially represent more than 50.0% of the total combined voting power of all equity interests entitled to vote, and that our equity interests should be considered to be “regularly traded” on an established securities market, assuming we meet certain factual requirements, namely that our common units represent more than 50.0% of the total value of all of our

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outstanding equity interests, we satisfy the listing and trading volume requirements described previously and our common units do not lose eligibility for the Section 883 Exemption as a result of the Closely Held Block Exception as described below.

Our common units will be traded only on the New York Stock Exchange, which is considered to be an established securities market. Based upon our analysis of our expected cash flow and distributions on our outstanding equity interests, we have represented to our U.S. counsel that our common units represent more than 50.0% of the total value of all of our outstanding equity interests. Assuming the accuracy of this representation, our U.S. counsel is of the opinion that our equity interests should be “primarily traded” on an established securities market for purposes of the Publicly Traded Test.

In addition, we expect that we will satisfy the listing and trading volume requirements described previously for the year of the offering and all future taxable years. Further, our partnership agreement provides that any person or group that beneficially owns more than 4.9% of any class of our units then outstanding generally will be treated as owning only 4.9% of such units for purposes of voting for directors. There can be no assurance that this limitation will be effective to eliminate the possibility that we will have any 5.0% unitholders for purposes of the Closely Held Block Exception and our U.S. counsel has not rendered an opinion with respect to this limitation. Nevertheless, we expect that our common units will not lose eligibility for the Section 883 Exemption as a result of the Closely Held Block Exception based upon the expected ownership of our common units following the offering. Thus, although the matter is not free from doubt and is based upon our belief and expectations regarding our satisfaction of the factual requirements described above as well as the legal opinion of our counsel described above, we believe that we will satisfy the Publicly Traded Test for the present taxable year, and we expect that we will satisfy the Publicly Traded Test for all taxable years after the offering.

Our U.S. counsel’s legal conclusions are based upon legal authorities that do not expressly contemplate an organizational structure such as ours. In particular, although we have elected to be treated as a corporation for U.S. federal income tax purposes, we are organized as a limited partnership under Marshall Islands law. Accordingly, it is possible that the IRS would assert that our common units do not meet the “regularly traded” test. In addition, as described previously, our ability to satisfy the Publicly Traded Test depends upon factual matters that are subject to change. Should any of the factual requirements described above fail to be satisfied, we may not be able to satisfy the Publicly Traded Test. Furthermore, our board of directors could determine that it is in our best interests to take an action that would result in our not being able to satisfy the Publicly Traded Test in the future. Please read “—United States Taxation—The Net Basis Tax and Branch Profits Tax” and “—United States Taxation—The 4.0% Gross Basis Tax” below for a discussion of the consequences in the event we do not satisfy the Publicly Traded Test or otherwise fail to qualify for the Section 883 Exemption.

Even if we were not able to satisfy the Publicly Traded Test for a taxable year, we may be able to satisfy the Qualified Shareholder Stock Ownership Test for that year provided Höegh LNG owns more than 50.0% of the value of our outstanding equity interests for more than half of the days in such year, Höegh LNG itself met the Publicly Traded Test for such year and Höegh LNG provided us with certain information that we need in order to claim the benefits of the Qualified Shareholder Stock Ownership Test. Based on representations made by Höegh LNG with respect to its present share ownership, exchange-traded shares and trading volumes, we believe Höegh LNG presently meets the Publicly Traded Test, and Höegh LNG has agreed to provide the information referenced above. However, there can be no assurance that Höegh LNG will continue to meet the Publicly Traded Test or be able to provide the information we need to claim the benefits of the Section 883 Exemption under the Qualified Shareholder Ownership Test. Further, the relative values of our equity interests are uncertain and subject to change, and as a result Höegh LNG may not own more than 50.0% of the value of our outstanding equity interests for any future year. Consequently, there can be no assurance that we would meet the Qualified Shareholder Stock Ownership Test based upon the ownership by Höegh LNG Ltd. of an indirect ownership interest in us.

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The Net Basis Tax and Branch Profits Tax

If we earn U.S. Source International Transportation Income and the Section 883 Exemption does not apply, the U.S. source portion of such income (i.e., 50.0% of such income) would be treated as effectively connected with the conduct of a trade or business in the United States (“Effectively Connected Income”) if we have a fixed place of business in the United States involved in the earning of U.S. Source International Transportation Income and substantially all of our U.S. Source International Transportation Income is attributable to regularly scheduled transportation or, in the case of bareboat charter income, is attributable to a fixed place of business in the United States. In addition, if we earn income from regasification or storage of LNG within the territorial seas of the United States, such income would be treated as Effectively Connected Income. Based on our current operations, none of our potential U.S. Source International Transportation Income is attributable to regularly scheduled transportation or is received pursuant to bareboat charters, and none of our regasification or storage activities occur within the territorial seas of the United States. As a result, we do not anticipate that any of our U.S. Source International Transportation Income or income earned from regasification or storage will be treated as Effectively Connected Income. However, there is no assurance that we will not earn income pursuant to regularly scheduled transportation or bareboat charters attributable to a fixed place of business in the United States (or earn income from regasification or storage activities within the territorial seas of the United States) in the future, which would result in such income being treated as Effectively Connected Income.

Any income we earn that is treated as Effectively Connected Income, net of applicable deductions, would be subject to U.S. federal corporate income tax (imposed at rates of up to 35.0%). In addition, a 30.0% branch profits tax could be imposed on any income we earn that is treated as Effectively Connected Income, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid by us in connection with the conduct of our U.S. trade or business.

Taxation of Gain from the Sale of a Vessel

On the sale of a vessel that has produced Effectively Connected Income, we could be subject to the net basis U.S. federal corporate income tax as well as branch profits tax with respect to the gain recognized up to the amount of certain prior deductions for depreciation that reduced Effectively Connected Income. Otherwise, we would not be subject to U.S. federal income tax with respect to gain realized on the sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States.

The 4.0% Gross Basis Tax

If the Section 883 Exemption does not apply and the net basis tax does not apply, we would be subject to a 4.0% U.S. federal income tax on the U.S. source portion of our gross U.S. Source International Transportation Income, without benefit of deductions. Under the sourcing rules described above under “—United States Taxation—Taxation of Operating Income,” 50.0% of our U.S. Source International Transportation Income would be treated as being derived from U.S. sources.

Marshall Islands Taxation

It is the opinion of Watson, Farley & Williams LLP, our counsel as to matters of the law of the Republic of the Marshall Islands, that because we, our operating subsidiary and our controlled affiliates do not, and do not expect to conduct business or operations in the Republic of the Marshall Islands, neither we nor our controlled affiliates will be subject to income, capital gains, profits or other taxation under current Marshall Islands law. As a result, distributions by our operating subsidiaries and our controlled affiliates to us will not be subject to Marshall Islands taxation.

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Norway Taxation

The following is a discussion of the material Norwegian tax consequences applicable to us, and, insofar as it contains legal conclusions based on the application of the taxation laws of the Kingdom of Norway to our particular factual circumstances, is the opinion of Advokatfirmaet Thommessen AS, our counsel as to taxation matters under the laws of the Kingdom of Norway. This discussion is based upon existing legislation and current tax authority practice as of the date of this prospectus. Changes in this legislation and practice may cause the tax consequences to vary substantially from the consequences described below. The following discussion does not purport to be a comprehensive description of all of the Norwegian tax considerations applicable to us.

As we do not have any Norwegian incorporated subsidiaries, there is no Norwegian taxation by virtue of being resident in Norway. We, our operating company, our joint ventures and our non-Norwegian incorporated subsidiaries do not contemplate to hold board meetings in Norway, to have a board consisting of a majority of Norwegian residents or to pass resolutions in any board with a majority of Norwegian resident directors.

Taxation of the Partnership and Non-Norwegian Incorporated Subsidiaries.    As we are a partnership and do not expect to be managed and controlled within Norway nor carrying out business in Norway, we do not expect to be subject to taxation in Norway. While certain of our joint ventures and non-Norwegian incorporated subsidiaries will enter into agreements with Höegh Norway and Höegh LNG Management, Norwegian incorporated and resident companies, for the provision of certain management and administrative services, we believe that the terms of these agreements will not result in us, our operating company or any of our non-Norwegian incorporated subsidiaries being treated as being resident in the Norway or having a permanent establishment or carrying out business in Norway. As a consequence, we expect that neither our profits, the profits of our operating company or any of our joint ventures and non-Norwegian incorporated subsidiaries will be subject to Norwegian corporation tax. We do not currently anticipate that any of our joint ventures and non-Norwegian incorporated subsidiaries will be controlled or managed in Norway or have a permanent establishment or otherwise carry on business in Norway. Accordingly, we do not anticipate that any of our joint ventures and non-Norwegian incorporated subsidiaries will be subject to Norwegian corporation tax.

United Kingdom Taxation

The following is a discussion of the material United Kingdom tax consequences applicable to us, and, insofar as it contains legal conclusions based on the application of the taxation laws of the United Kingdom to our particular factual circumstances, is the opinion of Vinson & Elkins L.L.P., our counsel as to taxation matters under the laws of the United Kingdom. This discussion is based upon existing legislation and current H.M. Revenue & Customs practice as of the date of this prospectus. Changes in these authorities may cause the tax consequences to vary substantially from the consequences described below. The following discussion does not purport to be a comprehensive description of all of the United Kingdom tax considerations applicable to us.

Taxation of the Partnership and non-United Kingdom Incorporated Subsidiaries.    As we are a limited partnership and do not expect to be managed and controlled within the United Kingdom nor trade in the United Kingdom, we do not expect to be subject to taxation in the United Kingdom. While we and our operating company will enter into agreements with Höegh UK, a United Kingdom incorporated and resident company, for the provision of certain administrative services, we believe that the terms of these agreements will not result in us or our operating company being treated as being resident in the United Kingdom or having a permanent establishment or carrying on a trade in the United Kingdom. As a consequence, we expect that neither our profits nor the profits or our operating company will be subject to United Kingdom corporation tax. We do not currently anticipate that any of our other non-United Kingdom incorporated subsidiaries will be controlled or managed in the United Kingdom or have a permanent establishment or otherwise carry on a trade in the United Kingdom. Accordingly, we do not anticipate that any of our non-United Kingdom incorporated subsidiaries will be subject to United Kingdom corporation tax.

Taxation of United Kingdom Incorporated Subsidiaries.    Höegh UK is incorporated in the UK and we anticipate will be centrally managed and controlled in the United Kingdom and therefore will be regarded for the

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purposes of United Kingdom tax as being resident in the United Kingdom and liable to United Kingdom corporation tax on its worldwide income and chargeable gains. The generally applicable rate of United Kingdom corporation tax is 21.0%. Höegh UK (and any other UK resident subsidiaries which we acquire) will generally be liable to tax at this rate on their income, profits and gains after deducting expenses incurred wholly and exclusively for the purposes of the business being undertaken. There is currently no United Kingdom withholding tax on distributions made by UK resident companies (such as Höegh UK).

Singapore Taxation

The following is a discussion of the material Singapore tax consequences applicable to us, and, insofar as it contains legal conclusions based on the application of the taxation laws of the Republic of Singapore to our particular factual circumstances, is the opinion of Advokatfirmaet PricewaterhouseCoopers AS, our counsel as to taxation matters under the laws of the Republic of Singapore. This discussion is based upon existing legislation and current Inland Revenue Authority of Singapore practice as of the date of this prospectus. Changes in the existing legislation and current practice may cause the tax consequences to vary substantially from the consequences described below. The following discussion does not purport to be a comprehensive description of all of the Singapore tax considerations applicable to us.

Taxation of the Partnership and non-Singapore Incorporated Subsidiaries.    As we are a limited partnership and do not expect to be managed and controlled within Singapore or trade in Singapore, we do not expect to be subject to taxation in the Singapore.

Taxation of the Singapore Incorporated Subsidiary.    Höegh Lampung is incorporated in Singapore, and we anticipate that it will be centrally managed and controlled in Singapore. As a result, Höegh Lampung will be regarded for the purposes of Singapore tax as being resident in Singapore and liable to Singapore corporate tax on income accrued in or derived from Singapore or income received in Singapore from outside Singapore in respect of (i) gains or profits from any trade or business, (ii) income from investment such as dividends, interest and rental, (iii) royalties, premiums and any other profits from property and (iv) other gains of an income nature. The generally applicable rate of Singapore corporation tax is 17%. Höegh Lampung will generally be liable to tax at this rate on its income, profits and gains after deducting revenue expenses incurred wholly and exclusively for the purposes of the business being undertaken.

Under Section 12(6) of the Income Tax Act, Chapter 134 of Singapore (“ITA”), the following payments are deemed to be derived from Singapore:

• any interest, commission, fee or any other payment in connection with any loan or indebtedness or with any arrangement, management, guarantee, or service relating to any loan or indebtedness which is:

• borne, directly or indirectly, by a person resident in Singapore or a permanent establishment in Singapore (except in respect of any business carried on outside Singapore through a permanent establishment outside Singapore or any immovable property situated outside Singapore); or

• deductible against any income accruing in or derived from Singapore; or

• any income derived from loans where the funds provided by such loans are brought into or used in Singapore.

Payments falling within the two bullet points above and made by Höegh Lampung, would fall within Section 12(6) of the ITA. Unless exempted, such payments, where made to a person not known to Höegh Lampung to be a tax resident in Singapore, are generally subject to withholding tax in Singapore.

Indonesian Taxation

The businesses and operation of PT Hoegh are subject to various Indonesian tax regulations. Pursuant to the charter for the PGN FSRU Lampung, the charterer will reimburse us for all applicable Indonesian taxes.

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MANAGEMENT

Management of Höegh LNG Partners LP

Our partnership agreement provides that our general partner will irrevocably delegate to our board of directors the authority to oversee and direct our operations, management and policies on an exclusive basis, and such delegation will be binding on any successor general partner of the Partnership. Our general partner, Höegh LNG GP LLC, is wholly owned by Höegh LNG. Our officers will manage our day-to-day activities consistent with the policies and procedures adopted by our board of directors.

Our current board of directors consists of seven members, Sveinung Støhle, Steffen Føreid, Claibourne Harris, Morten W. Høegh, Andrew Jamieson, David Spivak and Robert Shaw, appointed by our general partner. Following our first annual meeting of unitholders, our board of directors will consist of seven members, three of whom will be appointed by our general partner in its sole discretion and four of whom will be elected by our common unitholders. At least three of the elected directors will meet the independence standards established by the New York Stock Exchange. Directors appointed by our general partner will serve as directors for terms determined by our general partner. Directors elected by our common unitholders are divided into four classes serving staggered four-year terms. Four of the seven directors initially appointed by our general partner will serve until our annual meeting in 2014, at which time they will be replaced by four directors elected by our common unitholders. One of the four directors elected by our common unitholders will be designated as the Class I elected director and will serve until our annual meeting of unitholders in 2015, another of the four directors will be designated as the Class II elected director and will serve until our annual meeting of unitholders in 2016, another of the four directors will be designated as our Class III elected director and will serve until our annual meeting of unitholders in 2017 and the remaining director will be designated as our Class IV elected director and will serve until our annual meeting of unitholders in 2018. At each subsequent annual meeting of unitholders, directors will be elected to succeed the class of director whose term has expired by a plurality of the votes of the common unitholders. Directors elected by our common unitholders will be nominated by our board of directors or by any limited partner or group of limited partners that holds at least 10% of the outstanding common units.

Each outstanding common unit is entitled to one vote on matters subject to a vote of common unitholders. However, to preserve our ability to claim an exemption from U.S. federal income tax under Section 883 of the Code, if at any time, any person or group owns beneficially more than 4.9% of any class of units then outstanding, any such units owned by that person or group in excess of 4.9% may not be voted (except for purposes of nominating a person for election to our board of directors). The voting rights of any such unitholders in excess of 4.9% will effectively be redistributed pro rata among the other common unitholders holding less than 4.9% of the voting power of such class of units. Our general partner, its affiliates and persons who acquired common units with the prior approval of our board of directors will not be subject to this 4.9% limitation except with respect to voting their common units in the election of the elected directors.

Because we qualify as a foreign private issuer under SEC rules, we are permitted to follow the corporate governance practices of the Marshall Islands (the jurisdiction in which we are organized) in lieu of certain of the corporate governance requirements that would otherwise be applicable to us. The New York Stock Exchange rules do not require a listed company that is a foreign private issuer to have a board of directors that is comprised of a majority of independent directors. Under Marshall Islands law, we are not required to have a board of directors comprised of a majority of directors meeting the independence standards described in the New York Stock Exchange rules. In addition, the New York Stock Exchange rules do not require limited partnerships like us to have boards of directors comprised of a majority of independent directors. Accordingly, after this offering, our board of directors will not be comprised of a majority of independent directors.

We will have an audit committee that will, among other things, review our external financial reporting, engage our external auditors and oversee our internal audit activities and procedures and the adequacy of our internal accounting controls. Our audit committee will initially be comprised of four directors, Mr. Harris, Mr. Jamieson, Mr. Shaw and Mr. Spivak. Our board of directors has determined that each of Mr. Harris,

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Mr. Jamieson, Mr. Shaw and Mr. Spivak satisfies the independence standards established by the New York Stock Exchange. Mr. Spivak qualifies as an “audit committee expert” for purposes of SEC rules and regulations.

We will also have a conflicts committee ultimately comprised of at least two members of our board of directors. The conflicts committee will be available at our board of directors’ discretion to review specific matters that our board of directors believes may involve conflicts of interest. The conflicts committee will determine if the resolution of the conflict of interest is fair and reasonable to us. The members of the conflicts committee may not be officers or employees of us or directors, officers or employees of our general partner or its affiliates, and must meet the independence standards established by the New York Stock Exchange to serve on an audit committee of a board of directors and certain other requirements. Any matters approved by the conflicts committee will be conclusively deemed to be fair and reasonable to us, approved by all of our partners and not a breach by our directors, our general partner or its affiliates of any duties any of them may owe us or our unitholders. Our initial conflicts committee will be comprised of Mr. Harris, Mr. Shaw and Mr. Spivak, as well as any other additional directors who will be appointed after the closing of this offering. For additional information about the conflicts committee, please read “Conflicts of Interest and Fiduciary Duties—Conflicts of Interest.”

New York Stock Exchange rules do not require foreign private issuers or limited partnerships like us to establish a compensation committee or a nominating/corporate governance committee. Similarly, under Marshall Islands law, we are not required to have a compensation committee or a nominating/corporate governance committee. Accordingly, we will not have a compensation committee or a nominating/corporate governance committee.

Employees of affiliates of Höegh LNG will continue to provide services to us after the closing of this offering under the Administrative Services Agreements. Please read “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—Administrative Services Agreements.”

Our officers and the other individuals providing services to us or our subsidiaries may face a conflict regarding the allocation of their time between our business and the other business interests of Höegh LNG or its affiliates. Our officers and such other individuals providing services to us or our subsidiaries intend to devote as much time to the management of our business and affairs as is necessary for the proper conduct of our business and affairs.

Directors and Executive Officers

The following table provides information about our directors and executive officers. The business address for each of our directors and executive officers is 2 Reid Street, Hamilton, HM 11, Bermuda.

Name	Age		Position
Sveinung Støhle		55	Chairman of the Board of Directors
Steffen Føreid		45	Director
Claibourne Harris		64	Director, Member of the Audit Committee, Member of the Conflicts Committee
Morten W. Høegh		41	Director
Andrew Jamieson		66	Director, Member of the Audit Committee
Robert Shaw		58	Director, Member of the Audit Committee, Member of the Conflicts Committee
David Spivak		46	Director, Member of the Audit Committee, Member of the Conflicts Committee
Richard Tyrrell		41	Chief Executive Officer and Chief Financial Officer

Sveinung Støhle has served as our director and chairman of our board of directors since April 2014. Since 2005, Mr. Støhle has served as the President and Chief Executive Officer of Höegh LNG through his

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employment with Höegh Norway. He has more than 25 years of experience in the LNG industry with both shipping and oil and gas companies. Prior to his employment with Höegh LNG, Mr. Støhle held positions as President of Total LNG USA, Inc., Executive Vice President and Chief Operating Officer of Golar LNG Limited, General Manager Commercial of Nigeria LNG Limited and various positions with Elf Aquitaine. Mr. Støhle has a Master of Business Administration from the University of San Francisco and a Bachelor of Science in Finance from California State University.

Steffen Føreid has served as our director since April 2014. Since 2010, Mr. Føreid has served as the Chief Financial Officer of Höegh LNG. From 2008 to 2010, Mr. Føreid was the Chief Financial Officer of and an advisor to Grenland Group ASA. From 2002 to 2007, Mr. Føreid held various positions at a corporate restructuring of Kværner ASA, including Executive Vice President during a management buy-out of Kværner ASA and Vice President of Group Business Development at Aker Kværner ASA. From 1996 to 2001, Mr. Føreid worked within Corporate and Investment Banking at JPMorgan Chase & Co. Mr. Føreid has a Master of Science in Finance from the University of Fribourg in Switzerland.

Claiborne Harris has served as our director since May 2014. Since May 2013, Mr. Harris has been a member of Gunung Bonito LLC, which provides energy advisory services and LNG consulting. From October 2012 to April 2013, Mr. Harris served as a consultant to GDF Suez Energy North America, advising the President and Chief Executive Officer. From January 2006 to September 2012, he was President and Chief Executive Officer of GDF Suez Gas North America, which was responsible for GDF Suez Energy North America’s natural gas activities. From December 2002 to December 2006, Mr. Harris served as President and Chief Executive Officer of Suez Global LNG, which developed and managed LNG shipping assets. Prior to joining Suez Global LNG, Mr. Harris held various positions at Tractebel LNG Ltd., Enron, VICO Indonesia and UNOCAL. Mr. Harris holds a Bachelor of Science Geology from the University of Oklahoma.

Morten W. Høegh has served as our director since April 2014. Since 2006, Mr. Høegh has served as the Chairman of Höegh LNG, and since 2003, he has been a director of Höegh Autoliners Holdings AS (and its predecessors Leif Höegh & Co. ASA, Leif Höegh & Co. Ltd. and Höegh Autoliners Ltd.). Mr. Høegh is the Chairman of Höegh Eiendom AS, a director of Hector Rail AB and a director and member of the Executive Committee of Gard P&I (Bermuda) Ltd. He also serves as the Chairman of the UK committee of DNV GL. From 1998 to 2000, Mr. Høegh worked as an investment banker with Morgan Stanley. He has a Master in Business Administration from Harvard Business School and a Master of Science in Ocean Systems Management and a Bachelor of Science in Ocean Engineering from the Massachusetts Institute of Technology. He also is a graduate of the Military Russian Program at the Norwegian Defense Intelligence and Security School.

Andrew Jamieson has served as our director since April 2014. He has extensive experience in the energy industry, in general, and in LNG, in particular. Since 2009, Mr. Jamieson has served as a director of Höegh LNG. From 1974 to 2009, Mr. Jamieson held various positions with Royal Dutch Shell plc in the United Kingdom, the Netherlands, Denmark, Australia and Nigeria. Specifically, from 2005 to 2009, he served as Executive Vice President Gas & Projects and Member of the Gas & Power Executive Committee. From 1999 to 2004, he was Managing Director of Nigeria LNG Limited and Vice President of Bonny Gas Transport Limited. While at Royal Dutch Shell plc, Mr. Jamieson also was in charge of the North West Shelf Project in Australia and served as a director on various Royal Dutch Shell plc companies. Since 2005, 2010 and 2012, Mr. Jamieson has served as a director, director and chairman of Woodside Petroleum Ltd, Velocys PLC and Seven Energy International, respectively. Mr. Jamieson holds a Ph.D. degree from Glasgow University and is a Fellow of both the Institute of Chemical Engineers and the Royal Academy of Engineering.

Robert Shaw has served as our director since April 2014. Since 2008, Mr. Shaw has been an owner and a managing director of Mystras Ventures LLC, which makes dry bulk shipping industry-related investments. From 2001 to 2007, Mr. Shaw held various positions at Navios Maritime Holdings Inc., including board member, Executive Vice President, General Counsel and President. From 1985 to 2000, Mr. Shaw was a partner at Healy & Baillie LLP, a law firm specializing in shipping and international commercial law. Since 2013, Mr. Shaw has been a

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managing director of Sea Trade Holdings Inc. and its subsidiaries. Mr. Shaw also is the chairman of the board of the Carnegie Council for Ethics in International Affairs and a board member of the Society of Maritime Arbitrators, Inc. Mr. Shaw was admitted to the Law Society of England and Wales in 1980 and the New York bar in 1981 and holds a Bachelor of Arts in Jurisprudence from St John’s College, Oxford University.

David Spivak has served as our director since April 2014. Mr. Spivak is currently the Managing Director of Brockstreet Consulting, a strategic business and financial consulting firm he founded in 2013. From 1995 to 2012, Mr. Spivak worked at Citigroup as a capital markets professional and investment banker. He held a variety of positions at Citigroup, including serving as Managing Director in the Investment Banking and Equity Capital Markets Divisions, as well as serving as the Canadian Head of Global Capital Structuring. From 2005 to 2009, Mr. Spivak was head of Citigroup’s shipping equity franchise in New York. Prior to joining Citigroup, Mr. Spivak worked at Coopers & Lybrand in the Financial Advisory Services Group. Mr. Spivak has a Master of Business Administration from the University of Chicago and a Bachelor of Commerce from the University of Manitoba. He also is a Certified Public Accountant (inactive) and member of the TSX Listings Advisory Committee.

Richard Tyrrell joined Leif Höegh UK in January 2014 in readiness to serve as the Chief Executive Officer and Chief Financial Officer of us and Höegh UK. Prior to joining Leif Höegh UK, Mr. Tyrrell served as a Managing Director in the energy team of Perella Weinberg Partners, a global, independent advisory and asset management firm, from June 2009 until January 2014. From 2008 to February 2009, Mr. Tyrrell was an investment professional with Morgan Stanley Infrastructure, an infrastructure investment and management platform with $4 billion under management, where he evaluated principal investment opportunities. From 2003 to 2008, Mr. Tyrrell worked for various departments of Morgan Stanley’s Investment Banking Division, including its Global Energy and Utilities Group and its United Kingdom Mergers and Acquisitions Group. From 1994 to 2000, Mr. Tyrrell served as a technical manager and field engineer for Schlumberger Limited in Australia and Southeast Asia. Mr. Tyrrell has a Master of Business Administration from Harvard Business School and an undergraduate degree in Mechanical Engineering from the Imperial College of Science, Technology and Medicine.

Reimbursement of Expenses of Our General Partner

Our general partner will not receive compensation from us for any services it provides on our behalf, although it will be entitled to reimbursement for expenses incurred on our behalf. In addition, PT Hoegh, the owner of the PGN FSRU Lampung, will reimburse Höegh Norway pursuant to the technical information and services agreement for expenses Höegh Norway incurs pursuant to the sub-technical support agreement that it is party to with Höegh LNG Management. Our joint ventures will reimburse Höegh LNG Management for expenses incurred pursuant to the ship management agreements to which they are party to with Höegh LNG Management. Please read “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—Ship Management Agreements.”

Executive Compensation

We have not paid any compensation to our directors or our Chief Executive Officer and Chief Financial Officer nor accrued any obligations with respect to management incentive or retirement benefits for our directors and our Chief Executive Officer and Chief Financial Officer prior to this offering. Pursuant to the administrative services agreement we and our operating company will enter into with Höegh UK, Richard Tyrrell, as an officer of Höegh UK, will provide executive officer functions for our benefit. Mr. Tyrrell will be responsible for our day-to-day management subject to the direction of our board of directors. Our officers and employees and officers and employees of our subsidiaries and affiliates of Höegh LNG and our general partner may participate in employee benefit plans and arrangements sponsored by Höegh LNG, our general partner or their affiliates, including plans that may be established in the future.

Compensation of Directors

Our officers who also serve as our directors will not receive additional compensation for their service as directors but may receive director fees in lieu of other compensation paid by Höegh LNG. We anticipate that

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each non-management director will receive compensation for attending meetings of our board of directors, as well as committee meetings. We expect non-management directors will each receive a director fee of $         per year. Members of the audit and conflicts committees will each receive a committee fee of $         per year. In addition, each director will be reimbursed for out-of-pocket expenses in connection with attending meetings of our board of directors or committees. Each director will be fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law.

Richard Tyrrell Employment Agreement

In connection with this offering, Mr. Tyrrell entered into an employment agreement with Leif Höegh UK dated December 4, 2013 and effective on January 15, 2014, which was assigned from Leif Höegh UK to Höegh UK upon its formation. Pursuant to the employment agreement, Mr. Tyrrell will serve as Höegh UK’s Chief Executive Officer and Chief Financial Officer and will be based in London. His annualized base salary is GBP 300,000. In addition, the employment agreement also provides for a discretionary annual bonus (as determined by Höegh UK), participation in other employment benefits in which other senior executives of Höegh UK participate, 25 working days of paid vacation per year (plus public holidays), and up to 12 weeks of paid sick leave per year. Mr. Tyrrell’s employment may be terminated on three months’ prior written notice by either Mr. Tyrrell or Höegh UK. In addition, Mr. Tyrrell’s employment agreement provides Höegh UK with the option to make a payment in lieu of notice. Höegh UK may also terminate the employment agreement with immediate effect upon certain specified “cause” events. The employment agreement includes post-termination restrictive covenants prohibiting Mr. Tyrrell from competing or soliciting customers or employees for a period of six months after the termination of his employment.

Long-Term Incentive Plan

Our board of directors intends to adopt a long-term incentive plan (the “LTIP”) for employees, officers, consultants and directors who perform services for us and our subsidiaries in order to incentivize such individuals following the completion of this offering to continue to grow our business. We foresee granting equity-based compensation awards pursuant to the LTIP to certain employees, including our executive officers, following the completion of this offering; however, at this time, no final determinations have been made with respect to the type of awards that may be granted, the number or value of awards or the timing of any grants.

The description of the LTIP set forth below is a summary of the material features of the LTIP our board of directors intends to adopt. This summary, however, does not purport to be a complete description of all the provisions of the LTIP that will be adopted and represents only our board of directors’ current expectations regarding the LTIP.

The purpose of the LTIP is to provide a means to attract and retain individuals who will provide services to us and our subsidiaries by affording such individuals a means to acquire and maintain ownership of awards, the value of which is tied to the performance of our common units. We expect that the LTIP will provide for the grant of unit options, unit appreciation rights, restricted units, unit awards, phantom units, distribution equivalent rights, cash awards, performance awards, other unit-based awards and substitute awards (collectively, “awards”). These awards are intended to align the interests of employees, officers, consultants and directors with those of our unitholders and to give such individuals the opportunity to share in our long-term performance.

Administration

The LTIP will be administered by our board of directors or an alternative committee appointed by our board of directors, which we refer to together as the “committee” for purposes of this summary. The committee will administer the LTIP pursuant to its terms and all applicable state, federal or other rules or laws. The committee will have the power to determine to whom and when awards will be granted, determine the type and amount of awards (measured in cash or in common units), proscribe and interpret the terms and provisions of each award agreement (the terms of which may vary), accelerate the vesting provisions associated with an award, delegate duties under the LTIP and execute all other responsibilities permitted or required under the LTIP.

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Securities to Be Offered

The maximum aggregate number of common units that may be issued pursuant to any and all awards under the LTIP shall not exceed              common units, subject to adjustment due to recapitalization or reorganization as provided under the LTIP. In addition, if any common units subject to any award are not issued or transferred, or cease to be issuable or transferable for any reason, including (but not exclusively) because units are withheld or surrendered in payment of taxes or any exercise or purchase price relating to an award or because an award is forfeited, terminated, expires unexercised, is settled in cash in lieu of common units or is otherwise terminated without a delivery of units, those common units will again be available for issue, transfer or exercise pursuant to awards under the LTIP, to the extent allowable by law. Common units to be delivered pursuant to awards under the LTIP may be newly issued common units or common units acquired in the open market, from any person, or any combination of the foregoing.

Awards

Unit Options.    We may grant unit options to eligible persons. Unit options are rights to acquire common units at a specified price. The exercise price of each unit option granted under the LTIP will be stated in the unit option agreement and may vary; provided, however, that, the exercise price for a unit option must not be less than 100% of the fair market value per common unit as of the date of grant of the unit option. Unit options may be exercised in the manner and at such times as the committee determines for each unit option. The committee will determine the methods and form of payment for the exercise price of a unit option and the methods and forms in which common units will be delivered to a participant.

Unit Appreciation Rights.    A unit appreciation right is the right to receive, in cash or in common units, as determined by the committee, an amount equal to the excess of the fair market value of one common unit on the date of exercise over the grant price of the unit appreciation right. The committee may make grants of unit appreciation rights and will determine the time or times at which a unit appreciation right may be exercised in whole or in part. The exercise price of each unit appreciation right granted under the LTIP will be stated in the unit appreciation right agreement and may vary; provided, however, that, the exercise price must not be less than 100% of the fair market value per common unit as of the date of grant of the unit appreciation right.

Restricted Units.    A restricted unit is a grant of a common unit subject to a risk of forfeiture, performance conditions, restrictions on transferability and any other restrictions imposed by the committee in its discretion. Restrictions may lapse at such times and under such circumstances as determined by the committee. Cash distributions paid with respect to our common units will be paid to the holder of restricted units without restriction at the same time as such distributions are paid to unitholders generally, unless otherwise specified in the applicable award agreement governing the restricted units.

Unit Awards.    The committee may grant common units that are not subject to restrictions to any eligible person in such amounts as the committee, in its sole discretion, may select.

Phantom Units.    Phantom units are rights to receive common units, cash or a combination of both at the end of a specified period. The committee may subject phantom units to restrictions (which may include a risk of forfeiture) to be specified in the phantom unit agreement that may lapse at such times and under such circumstances as determined by the committee. Phantom units may be satisfied by delivery of common units, cash equal to the fair market value of the specified number of common units covered by the phantom unit or any combination thereof as determined by the committee. Distribution equivalent rights may be granted in tandem with a phantom unit award, which may provide that cash distribution equivalents will be paid during or after the vesting period with respect to a phantom unit, as determined by the committee.

Distribution Equivalent Rights.    The committee may grant distribution equivalent rights in tandem with awards under the LTIP (other than unit awards or an award of restricted units), or distribution equivalent rights may be granted alone. Distribution equivalent rights entitle the participant to receive cash equal to the amount of any

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cash distributions made by us during the period the distribution equivalent right is outstanding. Payment of cash distributions pursuant to a distribution equivalent right issued in connection with another award may be subject to the same vesting terms as the award to which it relates or different vesting terms, in the discretion of the committee.

Cash Awards.    The committee may grant awards denominated in and settled in cash. Cash awards may be based, in whole or in part, on the value or performance of a common unit.

Performance Awards.    The committee may condition the right to exercise or receive an award, or the settlement or vesting of an award, or may increase or decrease the amount payable with respect to an award, based on the attainment of one or more performance conditions deemed appropriate by the committee.

Other Unit-Based Awards.    The committee may grant other unit-based awards under the LTIP, which are awards that may be based, in whole or in part, on the value or performance of a common unit or are denominated or payable in common units. Upon settlement, these other unit-based awards may be paid in common units, cash or a combination thereof, as provided in the award agreement.

Substitute Awards.    The committee may grant awards in substitution for similar awards held by individuals who become employees, consultants or directors as a result of a merger, consolidation or acquisition by or involving us, an affiliate of another entity or the assets of another entity. Such substitute awards that are unit options or unit appreciation rights may have exercise prices less than 100% of the fair market value per common unit on the date of the substitution if such substitution complies with applicable laws and exchange rules.

Tax Withholding

At our discretion, and subject to conditions that the committee may impose, tax withholding obligations with respect to an award may be satisfied by withholding from any payment related to an award or by the withholding of common units issuable pursuant to the award based on the fair market value of the common units.

Anti-Dilution Adjustments and Change in Control

In the event of any “equity restructuring” event (such as a unit dividend, unit split, reverse unit split or similar event) with respect to the common units that may result in an additional compensation expense under Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) if adjustments to awards in such event were discretionary, the committee will adjust the number and type of units covered by each outstanding award, the terms and conditions of each such award, the maximum number of units available under the LTIP and the kind of units or other securities available for grant under the LTIP, in each case, to equitably reflect the restructuring event. With respect to any similar event that would not result in a FASB ASC Topic 718 accounting charge if adjustments to awards were discretionary (such as certain recapitalizations, reclassifications, reorganizations, mergers, combinations, exchanges or other relevant changes in capitalization), adjustment will be made by the committee in its discretion in accordance with the terms of the LTIP with respect to, as appropriate, the maximum number of units available under the LTIP, the number of units that may be acquired with respect to an award and, if applicable, the exercise price of an award, in order to prevent dilution or enlargement of awards as a result of such events. Upon a “change in control” (as defined in the LTIP), the committee may, in its discretion, (i) remove any forfeiture restrictions applicable to an award, (ii) accelerate the time of exercisability or vesting of an award, (iii) require awards to be surrendered in exchange for a cash payment, (iv) cancel unvested awards without payment or (v) make adjustments to awards as the committee deems appropriate to reflect the change in control.

Termination of Employment or Service

The consequences on outstanding awards under the LTIP of the termination of a participant’s employment, consulting arrangement or membership on our board of directors will be determined by the committee in the terms of the relevant award agreement.

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SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of units of Höegh LNG Partners LP that will be issued upon the consummation of this offering and the related transactions, beneficial owners of 5.0% or more of the units and all of our directors and executive officers as a group. The table does not reflect any common units that directors and executive officers may purchase in this offering through the directed unit program described under “Underwriting.”

Name of Beneficial Owner	Common Units to be Beneficially Owned After the Offering					Subordinated Units to be Beneficially Owned After  the Offering					Percentage of Total Common and Subordinated Units to be Beneficially Owned After the Offering
	Number		Percent			Number		Percent
Höegh LNG Holdings Ltd.(1)					%				100	%			%(2)
All directors and executive officers as a group (eight persons)		—		—			—		—			—

(1) Höegh LNG Holdings Ltd. is a public company listed on the Oslo Børs stock exchange. Leif Höegh & Co. Ltd. is the largest shareholder of Höegh LNG Holdings Ltd., holding a 44.4% ownership interest. Leif Höegh & Co. Ltd. is indirectly controlled by Leif O. Høegh and a family trust under which Morten Høegh, one of our directors, is the primary beneficiary.

(2) Assumes no exercise of the option to purchase additional common units. If the underwriters exercise their option to purchase additional common units in full, Höegh LNG’s percentage of common units to be beneficially owned after the offering will decrease to     %, and its percentage of total common and subordinated units to be beneficially owned will decrease to     %.

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OUR JOINT VENTURES AND JOINT VENTURE AGREEMENTS

General

We hold our interests in two vessels in our initial fleet through the following joint ventures:

• SRV Joint Gas Ltd. (owner of the GDF Suez Neptune), a limited liability company incorporated under the laws of the Cayman Islands, 50% of the equity interests of which will be owned by our operating company, 48.5% of which are owned by MOL, and 1.5% of which are owned by TLT; and

• SRV Joint Gas Two Ltd. (owner of the GDF Suez Cape Ann), a limited liability company incorporated under the laws of the Cayman Islands, 50% of the equity interests of which will be owned by our operating company, 48.5% of which are owned by MOL and 1.5% of which are owned by TLT.

The following provides a summary of the governance, distribution and other significant terms of the shareholders’ agreement attributable to our joint ventures. Copies of the shareholders’ agreement will be filed as an exhibit to the registration statement of which this prospectus forms a part.

SRV Joint Gas Shareholders’ Agreement

Both SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd. (collectively, the “SRV Joint Gas joint ventures”) are governed by the SRV Joint Gas shareholders’ agreement. As a result, the terms and conditions for each of the SRV Joint Gas joint ventures are substantially the same.

The SRV Joint Gas shareholders’ agreement provides that the management of each of the SRV Joint Gas joint ventures will be carried out by a board of directors consisting of four members. We have the right to appoint two members to each board of directors, and MOL has the right to appoint the remaining two members. Additionally, as long as TLT holds at least 1.5% of the shares in an SRV Joint Gas joint venture, it may appoint an observer to attend any meeting of the board of directors of such joint venture.

Pursuant to the SRV Joint Gas shareholders’ agreement, neither we nor our joint venture partners exercise affirmative control over either of the SRV Joint Gas joint ventures. The approval of a majority of the members of the board of directors of an SRV Joint Gas joint venture is required to consent to any proposed action by such joint venture and, as a result, we are unable to cause such joint venture to act in our best interests over the objection of our joint venture partners. Moreover, a deadlocked dispute that cannot be resolved by the board of directors or the senior executives of the applicable joint venture may result in the transfer of our interest in such joint venture to our joint venture partners or a third party. Please read “Risk Factors—Risks Inherent in Our Business—We are a holding entity that has historically derived a substantial majority of our income from equity interests in our joint ventures. Neither we nor our joint venture partners exercise affirmative control over our joint ventures. Accordingly, we cannot require our joint ventures to act in our best interests. Furthermore, our joint venture partners may prevent our joint ventures from taking action that may otherwise be beneficial to us, including making cash distributions to us. A deadlock between us and our joint venture partners could result in our exchanging equity interests in one of our joint ventures for the equity interests in our other joint venture held by our joint venture counterparties or in us or our joint venture partner selling shares in a joint venture to a third party.”

Additionally, certain matters relating to our joint venture partners require the unanimous approval of the board of directors of the applicable SRV Joint Gas joint venture, including:

• agreement of any form of time charter to be entered into by such SRV Joint Gas joint venture and any material amendment to such time charter;

• agreement of any form of ship management agreement to be entered into by such SRV Joint Gas joint venture;

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• agreement of the terms of any financing of the GDF Suez Neptune or the GDF Suez Cape Ann, as applicable, or any other financing exceeding $5,000,000;

• investments exceeding $2,500,000 for an SRV Joint Gas joint venture or $5,000,000 for both SRV Joint Gas joint ventures;

• amendment or change of the articles of association, business or composition of the board of directors of such SRV Joint Gas joint venture;

• issuance of, or granting of options or rights to subscribe for, shares in such SRV Joint Gas joint venture, issuance of loan capital or convertible securities of such SRV Joint Gas joint venture, alteration of the share capital of such SRV Joint Gas joint venture or formation of any subsidiary;

• granting any security over shares of such SRV Joint Gas joint venture other than in accordance with the applicable security documents;

• acquisition of other companies;

• entering into joint ventures and other long-term cooperations with third parties;

• taking any action in respect of a significant contractual dispute, including commencement and defending any action or settling any dispute; and

• sale of the GDF Suez Neptune or the GDF Suez Cape Ann.

Loans from Joint Venture Partners

Höegh LNG, MOL and TLT have made loans to each of the SRV Joint Gas joint ventures, in part to finance the operations of such joint ventures. Höegh LNG’s shareholder loans to each of the joint ventures will be transferred to our operating company in connection with the closing of this offering. For a description of the shareholder loans, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Borrowing Activities—Joint Ventures Debt—Loans Due to Owners (Shareholder Loans).”

Dividend and Distribution Policy

Under the SRV Joint Gas shareholders’ agreement, the board of directors of an SRV Joint Gas joint venture is responsible for determining the amount of profits to be distributed each financial year. Distributions must first be used to repay the principal of the shareholder loans. Subsequent distributions are permitted but are subject to (i) preexisting financial agreements between such SRV Joint Gas joint venture and its lenders and (ii) prudent maintenance of reserve accounts.

Restrictions on Transfer of Equity Interests; Purchase Rights

Pursuant to the SRV Joint Gas shareholders’ agreement, in order for a party to transfer its shares, it must provide written notice and establish a fair price evaluation of the shares proposed to be transferred. Additionally, such party must permit the remaining parties (excluding TLT) to acquire such shares or sell their shares to the proposed transferor at the same price as the proposed transfer.

The SRV Joint Gas shareholders’ agreement also contemplates certain events that, upon occurrence and failure to cure, if a cure period is allowed, will give rise to a potential exchange of shares or a liquidation of such joint venture. These events include a party’s failure to make required payments, default in any material duties and/or obligations, insolvency and change of control, pursuant to which such party is acquired by a direct competitor. If one of these events occurs, we and our joint venture partners will attempt to exchange shares so that our operating subsidiary, on the one hand, will own 100% of one SRV Joint Gas joint venture, and MOL and TLT, on the other hand, will own 100% of the other SRV Joint Gas joint venture. If such an exchange cannot be agreed upon, then the party not in default, not insolvent or not undergoing a change of control may either purchase the shares and the shareholder loans from the other parties or demand termination of the SRV Joint Gas shareholders’ agreement and a liquidation of the applicable SRV Joint Gas joint venture.

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Following the consummation of the offering and until the termination of the SRV Joint Gas shareholders’ agreement, Höegh LNG has agreed to continue to own common units and subordinated units representing a greater than 25% limited partner interest in us in the aggregate. In addition, Höegh LNG will be required to continue to directly or indirectly maintain the ability to control our general partner pursuant to an agreement with MOL.

Termination

The SRV Joint Gas shareholders’ agreement terminates when one party holds a 100% interest in the SRV Joint Gas joint ventures or a party not in default, not insolvent or not undergoing a change of control elects to terminate the agreement. For more information on this termination right, please read “—Restrictions on Transfer of Equity Interests; Purchase Rights.”

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

After this offering, Höegh LNG will own our general partner and will own              common units and subordinated units, representing an aggregate     % limited partner interest in us, assuming no exercise of the underwriters’ option to purchase additional common units, and all of our incentive distribution rights. In addition, our general partner will own a non-economic general partner interest in us. Höegh LNG’s ability, as sole member of our general partner, to control the appointment of three of the seven members of our board of directors and to approve certain significant actions we may take, and Höegh LNG’s common and subordinated unit ownership and its right to vote the subordinated units as a separate class on certain matters, means that it, together with its affiliates, will have the ability to exercise influence regarding our management.

Distributions and Payments to our General Partner and Its Affiliates

The following table summarizes the distributions and payments to be made by us to our general partner and its affiliates in connection with our formation, ongoing operation and any liquidation. These distributions and payments were determined by and among affiliated entities and, consequently, are not the result of arm’s-length negotiations.

Formation Stage

The consideration to be received by our general partner and its affiliates in exchange for the transfer to us of the interests in the entities that own the vessels in our fleet •             common units and              subordinated units to be issued to Höegh LNG;

• a non-economic general partner interest in us;

• the incentive distribution rights to be issued to Höegh LNG; and

• $         million cash distribution from the proceeds of this offering to Höegh LNG.

Please read “Summary—Formation Transactions” for further information about our formation and assets contributed to us in connection with the closing of this offering.

The common units and subordinated units to be owned by Höegh LNG after giving effect to this offering represent a     % limited partner interest in us, assuming no exercise of the underwriters’ option to purchase additional common units. For more information, please read “Our Partnership Agreement—Voting Rights” and “Our Partnership Agreement—Amendment of Our Partnership Agreement.”

Operational Stage

Distributions of available cash to our general partner and its affiliates We will generally make cash distributions of available cash to unitholders (including Höegh LNG, the owner of our general partner and the holder of              common units and all of our subordinated units).

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In addition, if distributions exceed the minimum quarterly distribution and other higher target levels, Höegh LNG, as the holder of the incentive distribution rights, will be entitled to increasing percentages of the distributions, up to 50.0% of the distributions above the highest target level. We refer to the rights to the increasing distributions as “incentive distribution rights.” Please read “How We Make Cash Distributions—Incentive Distribution Rights” for more information regarding the incentive distribution rights.

Assuming we have sufficient available cash to pay the full minimum quarterly distribution on all of our outstanding units for four quarters, but no distributions in excess of the full minimum quarterly distribution, Höegh LNG would receive an annual distribution of approximately $         million on its common and subordinated units.

Payments to our general partner and its affiliates Our general partner will not receive compensation from us for any services it provides on our behalf. Our general partner and its affiliates will be entitled to reimbursement for all direct and indirect expenses they incur on our behalf. In addition, our joint ventures will pay fees to Höegh LNG Management for ship management services, and our subsidiary will reimburse Höegh Norway for expenses Höegh Norway incurs for technical support services. In addition, our subsidiary Höegh UK will pay fees to certain affiliates of our general partner and reimburse certain affiliates of our general partner for expenses related to its provision of certain administrative services to us and our operating company pursuant to the Höegh Norway Administrative Services Agreement. Please read “—Agreements Governing the Transactions—Ship Management Agreements” and “—Agreements Governing the Transactions—Administrative Services Agreements.”

Withdrawal or removal of our general partner If our general partner withdraws or is removed, its general partner interest will either be sold to the new general partner for cash or converted into common units, in each case for an amount equal to the fair market value of those interests. Please read “Our Partnership Agreement—Withdrawal or Removal of our General Partner.”

Liquidation Stage

Liquidation Upon our liquidation, the partners, including our general partner, will be entitled to receive liquidating distributions as described in “Our Partnership Agreement—Liquidation and Distribution of Proceeds.”

Agreements Governing the Transactions

We, our general partner, our subsidiaries and certain affiliates have entered into or will enter into various documents and agreements that will effect the transactions relating to our formation and this offering, including the vesting of assets in, and the assumption of liabilities by, us and our subsidiaries. These agreements will not be the result of arm’s-length negotiations and they, or any of the transactions that they provide for, may not be effected on terms at least as favorable to the parties to these agreements as they could have obtained from

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unaffiliated third parties. All of the transaction expenses incurred in connection with these transactions will be paid from the proceeds of this offering.

Omnibus Agreement

Upon completion of this offering, we will enter into an omnibus agreement with Höegh LNG, our general partner and certain of our other subsidiaries. The following discussion describes certain provisions of the omnibus agreement.

Noncompetition

Under the omnibus agreement, Höegh LNG will agree, and will cause its controlled affiliates (other than us, our general partner and our subsidiaries) to agree, not to acquire, own, operate or charter any FSRU or LNG carrier operating under a charter for five or more years. For purposes of this section, we refer to these vessels, together with any related charters and ancillary installations or equipment covered by such charters, as “Five-Year Vessels” and to all other FSRUs and LNG carriers as “Non-Five-Year Vessels.” The restrictions in this paragraph will not prevent Höegh LNG or any of its controlled affiliates (other than us and our subsidiaries) from:

(1) acquiring, owning, operating or chartering any Non-Five-Year Vessel;

(2) acquiring one or more Five-Year Vessels if Höegh LNG promptly offers to sell the vessel to us for the acquisition price plus any administrative costs (including re-flagging and reasonable legal costs) associated with the transfer to us at the time of the acquisition;

(3) delivering a Non-Five-Year Vessel under charter for five or more years if Höegh LNG offers to sell the vessel to us for fair market value (x) promptly after the time she becomes a Five-Year Vessel and (y) at each renewal or extension of that charter for five or more years;

(4) acquiring one or more Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those vessels; provided, however, that:

(a) if less than a majority of the value of the business or assets acquired is attributable to Five-Year Vessels, as determined in good faith by Höegh LNG’s board of directors, Höegh LNG must offer to sell such Five-Year Vessels to us for their fair market value plus any additional tax or other similar costs Höegh LNG incurs in connection with the acquisition and the transfer of such vessels to us separate from the acquired business; and

(b) if a majority or more of the value of the business or assets acquired is attributable to Five-Year Vessels, as determined in good faith by Höegh LNG’s board of directors, Höegh LNG must notify us of the proposed acquisition in advance. Not later than 10 days following receipt of such notice, we will notify Höegh LNG if we wish to acquire any of such vessels in cooperation and simultaneously with Höegh LNG acquiring the Non-Five-Year Vessels. If we do not notify Höegh LNG of our intent to pursue the acquisition within 10 days, Höegh LNG may proceed with the acquisition and then offer to sell such vessels to us as provided in clause (a) above;

(5) acquiring a non-controlling interest in any company, business or pool of assets;

(6) acquiring, owning, operating or chartering any Five-Year Vessel if we do not fulfill our obligation to purchase such vessel in accordance with the terms of any existing or future agreement;

(7) acquiring, owning, operating or chartering a Five-Year Vessel subject to the offers to us described in clauses (2), (3) and (4) above pending our determination whether to accept such offers and pending the closing of any offers we accept;

(8) providing ship management services relating to any vessel;

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(9) owning or operating any Five-Year Vessel that Höegh LNG owns on the closing date of this offering and that is not part of our initial fleet as of such date; or

(10) acquiring, owning, operating or chartering a Five-Year Vessel if we have previously advised Höegh LNG that we consent to such acquisition, ownership, operation or charter.

If Höegh LNG or any of its controlled affiliates (other than us or our subsidiaries) acquires, owns, operates or charters Five-Year Vessels pursuant to any of the exceptions described above, it may not subsequently expand that portion of its business other than pursuant to those exceptions. However, such Five-Year Vessels could eventually compete with our vessels upon their re-chartering.

In addition, under the omnibus agreement we will agree, and will cause our subsidiaries to agree, to acquire, own, operate or charter Five-Year Vessels only. The restrictions in this paragraph will not:

(1) prevent us from owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by us;

(2) prevent us or any of our subsidiaries from acquiring Non-Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those vessels; provided, however, that:

(a) if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by us, we must offer to sell such vessels to Höegh LNG for their fair market value plus any additional tax or other similar costs that we incur in connection with the acquisition and the transfer of such vessels to Höegh LNG separate from the acquired business; and

(b) if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by us, we must notify Höegh LNG of the proposed acquisition in advance. Not later than 10 days following receipt of such notice, Höegh LNG must notify us if it wishes to acquire the Non-Five-Year Vessels in cooperation and simultaneously with us acquiring the Five-Year Vessels. If Höegh LNG does not notify us of its intent to pursue the acquisition within 10 days, we may proceed with the acquisition and then offer to sell such vessels to Höegh LNG as provided in clause (a) above;

(3) prevent us or any of our subsidiaries from acquiring, owning, operating or chartering any Non-Five-Year Vessels subject to the offer to Höegh LNG described in clause (2) above, pending its determination whether to accept such offer and pending the closing of any offer it accepts; or

(4) prevent us or any of our subsidiaries from acquiring, owning, operating or chartering Non-Five-Year Vessels if Höegh LNG has previously advised us that it consents to such acquisition, ownership, operation or charter.

If we or any of our subsidiaries acquires, owns, operates or charters Non-Five-Year Vessels pursuant to any of the exceptions described above, neither we nor such subsidiary may subsequently expand that portion of our business other than pursuant to those exceptions.

Upon a change of control of us or our general partner, the noncompetition provisions of the omnibus agreement will terminate immediately. Upon a change of control of Höegh LNG, the noncompetition provisions of the omnibus agreement applicable to Höegh LNG will terminate at the time that is the later of the date of the change of control and the date on which all of our outstanding subordinated units have converted to common units. On the date on which a majority of our directors ceases to consist of directors that were (i) appointed by our general partner prior to our first annual meeting of unitholders and (ii) recommended for election by a majority of our appointed directors, the noncompetition provisions applicable to Höegh LNG shall terminate immediately.

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In the event that Höegh LNG is required to make an offer to sell to us a Five-Year Vessel, or we are required to make an offer to sell to Höegh LNG a Non-Five-Year Vessel, and we and Höegh LNG are unable to agree upon the fair market value of such vessel, the fair market value will be determined by a mutually acceptable investment banking firm, ship broker or other expert advisor, and we or Höegh LNG, as the case may be, will have the right, but not the obligation, to purchase the vessel at such price.

Independence Purchase Option

Under the omnibus agreement, we will have the right to purchase from Höegh LNG all or a portion of its interests in the Independence at a purchase price to be agreed upon by us and Höegh LNG at any time within 24 months after Höegh LNG notifies our board of directors of her acceptance by her charterer. We may exercise this option at one or more times during such 24-month period. If we and Höegh LNG are unable to agree upon the fair market value of the Independence, the fair market value will be determined by a mutually acceptable investment banking firm, ship broker or other expert advisor, and we will have the right, but not the obligation, to purchase the vessel at such price.

On the date on which a majority of our directors ceases to consist of directors that were (i) appointed by our general partner prior to our first annual meeting of unitholders and (ii) recommended for election by a majority of our appointed directors, the Independence purchase option will terminate immediately.

Rights of First Offer on FSRUs and LNG Carriers

Under the omnibus agreement, we and our subsidiaries will grant to Höegh LNG a right of first offer on any proposed sale, transfer or other disposition of any Five-Year Vessels or Non-Five-Year Vessels owned by us. Under the omnibus agreement, Höegh LNG will agree (and will cause its subsidiaries to agree) to grant a similar right of first offer to us for any Five-Year Vessels they might own. These rights of first offer will not apply to a (i) sale, transfer or other disposition of vessels between any affiliated subsidiaries or pursuant to the terms of any current or future charter or other agreement with a charter party or (ii) merger with or into, or sale of substantially all of the assets to, an unaffiliated third party.

Prior to engaging in any negotiation regarding any vessel disposition with respect to a Five-Year Vessel with a unaffiliated third party or any Non-Five-Year Vessel, we or Höegh LNG, as the case may be, will deliver a written notice to the other relevant party setting forth the material terms and conditions of the proposed transaction. During the 30-day period after the delivery of such notice, we and Höegh LNG, as the case may be, will negotiate in good faith to reach an agreement on the transaction. If we do not reach an agreement within such 30-day period, we or Höegh LNG, as the case may be, will be able within the next 180 calendar days to sell, transfer, dispose or re-charter the vessel to a third party (or to agree in writing to undertake such transaction with a third party) on terms generally no less favorable to us or Höegh LNG, as the case may be, than those offered pursuant to the written notice.

Upon a change of control of us or our general partner, the right of first offer provisions of the omnibus agreement will terminate immediately. Upon a change of control of Höegh LNG, the right of first offer provisions applicable to Höegh LNG under the omnibus agreement will terminate at the time that is the later of the date of the change of control and the date on which all of our outstanding subordinated units have converted to common units. On the date on which a majority of our directors ceases to consist of directors that were (i) appointed by our general partner prior to our first annual meeting of unitholders and (ii) recommended for election by a majority of our appointed directors, the provisions related to the rights of first offer granted to us by Höegh LNG shall terminate immediately.

Indemnification

Under the omnibus agreement, Höegh LNG will indemnify us after the closing of this offering for a period of five years against certain environmental and toxic tort liabilities with respect to the assets contributed or sold

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to us to the extent arising prior to the time they were contributed or sold to us. Liabilities resulting from a change in law after the closing of this offering are excluded from the environmental indemnity. There is an aggregate cap of $5.0 million on the amount of indemnity coverage provided by Höegh LNG for environmental and toxic tort liabilities. No claim may be made unless the aggregate dollar amount of all claims exceeds $500,000, in which case Höegh LNG is liable for claims only to the extent such aggregate amount exceeds $500,000.

Höegh LNG will also indemnify us for losses:

• related to certain defects in title to the assets contributed or sold to us and any failure to obtain, prior to the time they were contributed to us, certain consents and permits necessary to conduct our business, which liabilities arise within three years after the closing of this offering;

• related to certain tax liabilities attributable to the operation of the assets contributed or sold to us prior to the time they were contributed or sold;

• in the event that we do not receive hire rate payments under the PGN FSRU Lampung time charter for the period commencing on the closing date of this offering through the date of acceptance of the PGN FSRU Lampung; and

• with respect to the obligation to pay liquidated damages to PGN under the PGN FSRU Lampung time charter for failure to deliver the PGN FSRU Lampung by the scheduled delivery date set forth in the PGN FSRU Lampung time charter.

Amendments

The omnibus agreement may not be amended without the prior approval of the conflicts committee of our board of directors if the proposed amendment will, in the reasonable discretion of our board of directors, adversely affect holders of our common units.

Pursuant to our partnership agreement, our general partner, our board of directors and our conflicts committee are entitled to make decisions in “good faith” if they reasonably believe that the decision is in our best interests. Our partnership agreement permits our general partner, our board of directors and our conflicts committee to consult with advisors and consultants, such as, among others, appraisers and investment bankers, selected by either of them to assist them with, among other things, the determination of the fair market value of a vessel. Any act taken or omitted to be taken in reliance upon the advice or opinion such advisors as to matters that our general partner, our board of directors and our conflicts committee reasonably believes to be within such advisor’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice.

Administrative Services Agreements

Höegh UK Administrative Services Agreement

In connection with this offering, we and our operating company will enter into an administrative services agreement with Höegh UK, pursuant to which Höegh UK will agree to provide us and our operating company certain administrative services. The agreement has an initial term of five years. The services provided under the Höegh UK Administrative Services Agreement will be provided in a diligent manner, as we or our operating company may reasonably direct.

The Höegh UK Administrative Services Agreement may be terminated prior to the end of its term by us and our operating company upon 90 days’ written notice for any reason in the sole discretion of our and our operating company’s boards of directors. The Höegh UK Administrative Services Agreement may also be terminated solely by Höegh UK upon 90 days’ written notice if:

• there is a change of control of us or our general partner;

• a receiver is appointed for all or substantially all of our property or our operating company’s property;

• an order is made to wind up the Partnership or our operating company;

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• a final judgment, order or decree that materially and adversely affects our or our operating company’s ability to perform the agreement is obtained or entered and not vacated, discharged or stayed; or

• we make a general assignment for the benefit of our creditors, file a petition in bankruptcy or for liquidation or commence any reorganization proceedings.

Under the Höegh UK Administrative Services Agreement, Richard Tyrrell, as an officer of Höegh UK, will provide executive officer functions for our benefit. Mr. Tyrrell will be responsible for providing advice and recommendations to us, subject to the direction of our board of directors. Our board of directors will have the ability to terminate the arrangement with Höegh UK regarding the provision of executive officer services to us with respect to Mr. Tyrrell at any time in its sole discretion.

The administrative services provided by Höegh UK to us include:

• commercial management services:     assisting with our commercial management and the execution of our business strategies and investment decisions, although Höegh UK will not make any strategic or investment decisions;

• bookkeeping, audit and accounting services:     assisting with the maintenance of our corporate books and records, assisting with the preparation of our tax returns and arranging for the provision of audit and accounting services;

• legal and insurance services:     arranging for the provision of legal, insurance and other professional services and maintaining our existence and good standing in necessary jurisdictions;

• administrative and clerical services:     assisting with office space, arranging meetings for our common unitholders pursuant to our partnership agreement, arranging the provision of IT services, providing all administrative services required for subsequent debt and equity financings and attending to all other administrative matters necessary to ensure the professional management of our business;

• banking and financial services:     providing cash management including assistance with preparation of budgets, overseeing banking services and bank accounts, providing assistance and support with our capitalization, financing and future offerings, negotiating and arranging for hedging arrangements and monitoring and maintaining compliance with loan and credit terms;

• advisory services:     assisting in complying with U.S. and other applicable securities laws;

• client and investor relations:     providing advisory, clerical and investor relations services to assist and support us in our communications with our common unitholders; and

• assisting with the integration of any acquired businesses.

The administrative services provided by Höegh UK to our operating company include:

• advising on cash management and services;

• arranging for the preparation and provision of accounting information; and

• providing advice on financing and other agreements into which the operating company is considering entering.

Each month, we and our operating company will reimburse Höegh UK for its reasonable costs and expenses incurred in connection with the provision of the services under the Höegh UK Administrative Services Agreement. In addition, Höegh UK will receive a service fee in U.S. Dollars equal to 5.0% of the costs and expenses incurred by them in connection with providing services. Amounts payable by us or our operating company must be paid within 45 days after receipt of an invoice for such costs, expenses and supporting detail that may be reasonably required. We project that we and our operating company will reimburse Höegh UK approximately $         million and $         million, respectively, in total under the Höegh UK Administrative Services Agreement for the 12-month period ending September 30, 2015.

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Under the Höegh UK Administrative Services Agreement, we and our operating company will indemnify Höegh UK against all actions that may be brought against them as a result of their performance of the administrative services including, without limitation, all actions brought under the environmental laws of any jurisdiction, and against and in respect of all costs and expenses they may suffer or incur due to defending or settling such actions; provided, however, that such indemnity excludes any or all losses to the extent that they are caused by or due to the fraud, gross negligence or willful misconduct of the subcontractor or its officers, employees and agents.

Höegh Norway Administrative Services Agreement

Under the Höegh UK Administrative Services Agreement, Höegh UK will be permitted to subcontract to Höegh Norway certain of the above-mentioned administrative services provided to us pursuant to an administrative services agreement with Höegh Norway. This agreement has an initial term of five years. The services provided under the Höegh Norway Administrative Services Agreement will be provided in a diligent manner, as Höegh UK may reasonably direct. The Höegh Norway Administrative Services Agreement may be terminated by Höegh UK for any reason in its sole discretion upon 90 days’ written notice. The Höegh Norway Administrative Services Agreement may also be terminated solely by Höegh Norway upon 90 days’ written notice if:

• there is a change of control of us or our general partner;

• a receiver is appointed for all or substantially all of our property;

• an order is made to wind up the Partnership;

• a final judgment, order or decree that materially and adversely affects the ability of us, our operating company or Höegh UK to perform the agreement is obtained or entered and not vacated, discharged or stayed; or

• we, our operating company or Höegh UK make or makes a general assignment for the benefit of creditors, file a petition in bankruptcy or for liquidation or commence any reorganization proceedings.

The administrative services provided by Höegh Norway to Höegh UK include:

• bookkeeping, audit and accounting services:    assisting with the maintenance of our corporate books and records, assisting with the preparation of our tax returns and arranging for the provision of audit and accounting services;

• legal and insurance services:    arranging for the provision of legal, insurance and other professional services and maintaining our existence and good standing in necessary jurisdictions;

• administrative and clerical services:    assisting with office space and arranging the provision of IT services;

• advisory services:    assisting in complying with U.S. and other applicable securities laws;

• assisting with the integration of any acquired businesses.

Each month, Höegh UK will reimburse Höegh Norway for its reasonable costs and expenses incurred in connection with the provision of the services under the Höegh Norway Administrative Services Agreement. In addition Höegh Norway will receive a service fee in U.S. Dollars equal to 5.0% of the costs and expenses incurred by them in connection with providing services. Amounts payable by Höegh UK must be paid within 45 days after receipt of an invoice for such costs, expenses and supporting detail that may be reasonably required. We project that Höegh UK will reimburse Höegh Norway approximately $         in total under the Höegh Norway Administrative Services Agreement for the 12-month period ending September 30, 2015.

Under the Höegh Norway Administrative Services Agreement, Höegh UK will indemnify Höegh Norway against all actions that may be brought against them as a result of their performance of the administrative services including, without limitation, all actions brought under the environmental laws of any jurisdiction, and against and in respect of all costs and expenses they may suffer or incur due to defending or settling such actions;

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provided, however, that such indemnity excludes any or all losses to the extent that they are caused by or due to the fraud, gross negligence or willful misconduct of the subcontractor or its officers, employees and agents.

Joint Venture Commercial and Administration Management Agreements

Each of SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd. has entered into a commercial and administration management agreement with Höegh Norway. Pursuant to each agreement, Höegh Norway provides the following services to SRV Joint Gas Ltd. or SRV Joint Gas Two Ltd., as applicable:

• accounting, including budgeting, reporting and annual audited reports;

• finance and cash management;

• in-house legal;

• commercial;

• insurance; and

• general office administration and secretary functions.

Each of SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd. pays Höegh Norway an annual management fee equal to costs incurred plus 3%. Each of SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd. also will indemnify Höegh Norway and its employees and agents against claims brought against them under the applicable commercial and administration management agreement. The agreements may be terminated by either party upon 90 days’ written notice.

Ship Management Agreements and Sub-Technical Support Agreement

In order to assist with the technical and maritime management and crewing of the vessels, each of SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd. has entered into a ship management agreement with Höegh LNG Management, and Höegh Norway will enter into a sub-technical support agreement with Höegh LNG Management for the technical management of the PGN FSRU Lampung. Each of these agreements provides that Höegh LNG Management must use its best endeavors to provide technical services, including but not limited to the following:

• crew management:    providing suitably qualified crew for each vessel, arranging for all transportation of the crew, ensuring the crew meets all medical requirements of the flag state, training the crew and conducting union negotiations;

• technical management:    providing competent personnel to supervise the maintenance and efficiency of the vessel, arranging and supervising drydockings, repairs, alterations and maintenance of the vessel and arranging and supplying the necessary stores, spares and lubricating oils;

• provisions:    arranging for the supply of provisions; and

• accounting:    establishing an accounting system that keeps true and correct accounts with respect to ship management services and maintains the records of all costs and expenditures incurred.

For the ship management agreements between Höegh LNG Management and each of SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd., either party may terminate upon 90 days’ notice. The sub-technical support agreement between Höegh LNG Management and Höegh Norway for the PGN FSRU Lampung terminates 90 days (or as otherwise agreed) after either party gives notice. Additionally, each of these agreements may be terminated by Höegh LNG Management if the vessel owner fails to pay any amount due under the agreement or employs the vessel in a hazardous or illegal manner. Each of these agreements also may be terminated by the vessel owner if Höegh LNG Management is in material breach of its obligations. If the vessel is sold, becomes a total loss or is requisitioned, or if an order or resolution is passed for the winding up, dissolution, liquidation or bankruptcy of either party or if a receiver is appointed for either party, the agreement terminates.

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Höegh LNG Management is paid an annual management fee of approximately $672,000, $672,000 and $600,000 under the ship management agreements or sub-technical support agreement with each of SRV Joint Gas Ltd., SRV Joint Gas Two Ltd. and Höegh Norway, respectively. In addition, the vessel owner must indemnify Höegh LNG Management and its employees, agents and subcontractors against all actions, proceedings, claims, demands or liabilities arising in connection with the performance of the ship management agreement or the sub-technical support agreement, unless the same resulted solely from the negligence, gross negligence or wilful default of Höegh LNG Management or its employees, agents and subcontractors. If a claim is the sole result of the negligence, gross negligence or wilful default of Höegh LNG Management or its employees, agents and subcontractors, then Höegh LNG Management is liable in an amount up to 10 times the annual management fee.

PGN FSRU Lampung Agreements

In connection with the completion of this offering, we will acquire a 100% equity interest in Höegh Lampung, which owns a 49% equity interest in PT Hoegh (the owner of the PGN FSRU Lampung and the Mooring). PT Bahtera, an Indonesian company established in February 2013, owns the remaining 51% equity interest in PT Hoegh in order to comply with local Indonesian regulations. However, pursuant to the Shareholders’ Agreement, dated March 13, 2013, between Höegh Lampung and PT Hoegh (the “PT Hoegh shareholders’ agreement”) and the PT Hoegh shareholder loan, we will have a 100% economic interest in the PGN FSRU Lampung.

PT Hoegh Shareholders’ Agreement

The board of directors of PT Hoegh manages PT Hoegh, whereas the board of commissioners of PT Hoegh supervise the operation and management of PT Hoegh. Both such board of directors and board of commissioners must consist of between three and five members. Furthermore, Höegh Lampung may appoint three members to each, whereas PT Bahtera may appoint one member. A majority of present members of the board of directors or the board of commissioners, respectively, is required to pass any resolution.

Höegh Lampung and PT Bahtera, in their capacity as shareholders, may also convene general meetings to consider resolutions. Resolutions concerning most matters require the approval of two-thirds of the issued shares for passage. However, resolutions concerning filing for bankruptcy, changes of control, disposal of certain assets or the creation of certain encumbrances require the approval of 75% of the issued shares for passage.

When deadlock (as defined below) occurs, Höegh Lampung has the right to provide notice to, and subsequently confer with, PT Bahtera to resolve the matters giving rise to deadlock. Deadlock occurs under the PT Hoegh shareholders’ agreement if (i) a quorum is not present at a meeting of the board of directors of PT Hoegh, the board of commissioners of PT Hoegh or the shareholders as a result of the absence of PT Bahtera or (ii) any resolution proposed at a meeting of the board of directors of PT Hoegh, the board of commissioners of PT Hoegh and/or the shareholders of PT Hoegh is approved by the directors appointed by Höegh Lampung, the commissioners appointed by Höegh Lampung or Höegh Lampung, as applicable, but is not passed.

The board of directors of PT Hoegh is responsible for determining the amount of profits to be distributed each financial year. Once this determination is made, and prior to distributing net cash flow, the shares of Höegh Lampung are entitled to 65% of all dividends and distributions, and the shares of PT Bahtera are entitled to 35% of all dividends and distributions.

Höegh Lampung may transfer its shares in PT Hoegh to anyone, subject only to the requirement that, upon the request of PT Bahtera, Höegh Lampung procures from the same transferee or an Indonesian entity an offer to purchase PT Bahtera’s shares. Conversely, PT Bahtera may transfer its shares only to an affiliate it wholly owns and only if both Höegh Lampung and any applicable lenders consent to the transfer.

At any time or in the event of a default, Höegh Lampung may require PT Bahtera to transfer its shares to Höegh Lampung or any other person it designates. Events of default only apply to PT Bahtera and occur if it fails

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to pay any amount due and payable under the shareholders’ agreement, becomes insolvent, materially breaches the shareholders’ agreement, becomes controlled by other people or breaches a financing requirement.

Additionally, in association with the PT Hoegh shareholders’ agreement, PT Imeco Inter Sarana has guaranteed the performance and obligations of PT Bahtera. Furthermore, pursuant to the PT Hoegh shareholders’ agreement, Höegh Lampung indemnifies PT Bahtera against liabilities it may suffer as a result of a breach of statutory duty or infringement of laws committed by PT Hoegh, a failure by PT Hoegh to pay tax, a dispute, litigation or arbitration relating to PT Hoegh and all costs, losses, liabilities and claims relating to the PGN FSRU Lampung as a result of environmental damage.

The PT Hoegh shareholders’ agreement terminates when:

• all of the shareholders agree in writing that the agreement should be terminated;

• all of the issued shares in PT Hoegh become directly or indirectly owned by the same person; or

• Höegh Lampung requires the other shareholders to dissolve PT Hoegh. PT Imeco Inter Sarana has guaranteed the obligations of PT Bahtera under the equity loan agreement pursuant to a deed of guarantee and indemnity.

PT Hoegh Shareholder Loan

PT Bahtera, as borrower, entered into an equity loan agreement with Höegh Lampung, as lender, the proceeds of which were used to purchase PT Bahtera’s 51% interest in PT Hoegh. In connection with this loan, as security, PT Bahtera collaterally assigned its equity interest and any dividends it may receive from PT Hoegh to Höegh Lampung for as long as amounts remain outstanding. As a result of the above and the PT Hoegh shareholders’ agreement, we will be entitled to all of the net cash flows from PT Hoegh, after the payment of management, agency and local representation fees.

Technical Information and Services Agreement

PT Hoegh will enter into a technical information and services agreement with Höegh Norway, pursuant to which Höegh Norway provides PT Hoegh certain technical information and services. The technical information and services agreement’s term is concurrent with the term of the PGN FSRU Lampung time charter, including any exercised extension options.

The technical information and services agreement may be terminated with immediate effect prior to the end of its term if either PT Hoegh or Höegh Norway (i) fails to pay any amount due under the technical information and services agreement and such failure continues for more than 14 days after notice of such failure was given to the failing party, (ii) commits a material breach of the technical information and services agreement that remains unremedied for more than 30 days after the breaching party was notified of such material breach or (iii) suffers an insolvency event. The technical information and services agreement may also be terminated by PT Hoegh or Höegh Norway upon 30 days’ written notice.

Pursuant to the technical information and services agreement, Höegh Norway provides technical information, consisting of data, commercial information and technical information, to PT Hoegh relating to the design, construction, operation and maintenance of the PGN FSRU Lampung and the Mooring. During the period of the PGN FSRU Lampung time charter, including any exercised extension options, Höegh Norway also provides PT Hoegh non-transferrable and non-exclusive intellectual property rights in respect of the technical information, along with the safety management system and certain databases, technology and software.

The services provided by Höegh Norway to PT Hoegh include:

• commercial support, including:

• assisting in identifying suppliers, liaising with off-shore suppliers of goods and services,

• assisting in identifying insurance providers; and

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• assisting in negotiations and reviewing contracts and insurance policies;

• technical support and advice, including in relation to:

• identification, assessment and resolution of technical issues;

• information technology;

• health, safety and the environment; and

• maintaining, developing and improving a quality assurance system to ensure compliance with relevant mandatory international rules, regulations and standards;

• financial and cash management support, including budgeting, reporting and preparation of annual audited reports;

• in-house legal support;

• general administrative and back-office support;

• research and development; and

• training for employees.

Each month, PT Hoegh pays Höegh Norway a fee for the provision of the technical information, including the intellectual property rights, and the services. The monthly fee consists of (i) a license fee and (ii) a service fee consisting of a pro rata payment of the estimated annual costs incurred by Höegh Norway under the technical information and services agreement and a 5.0% fee on such payment. The service fee is reconciled annually with the actual costs incurred by Höegh Norway during the prior calendar year. Any amounts payable after such reconciliation must be paid by the owing party no later than 44 days after the end of each such calendar year. We project that PT Hoegh will pay Höegh Norway approximately $         million total under the technical information and services agreement for the 12-month period ending September 30, 2015.

Under the technical information and services agreement, PT Hoegh indemnifies Höegh Norway against all losses arising under the technical information and services agreement in connection with (i) losses suffered by third parties, (ii) the personal injury, sickness or death of any person that itself or together with its affiliates holds more than half of PT Hoegh’s issued share capital or any of PT Hoegh’s officers, directors, employees, agents, representatives, advisors and contractors and (iii) loss of or damage to property owned or under the custody of PT Hoegh or any party listed above in section (ii) of this paragraph.

Master Spare Parts Supply Agreement

PT Hoegh and Höegh Asia will enter into a master spare parts supply agreement, pursuant to which Höegh Asia supplies certain spare parts and supplies for the PGN FSRU Lampung and the Mooring to PT Hoegh. PT Hoegh, from time to time, submits an order, which may be freely accepted or declined, to Höegh Asia for the supply of spare parts, lubricating oils and other provisions. In respect of each accepted order, Höegh Asia submits an invoice to PT Hoegh consisting of the actual cost of the supplied services and a 5.0% fee on the cost of such supplied services, which must be paid by PT Hoegh no more than 14 days after receipt of such invoice.

Master Maintenance Agreement

PT Hoegh and Höegh Shipping will enter into a master maintenance agreement, pursuant to which Höegh Shipping provides certain maintenance services to PT Hoegh. PT Hoegh, from time to time, submits an order, which may be freely accepted or declined, to Höegh Shipping for the supply of services, including maintenance of the PGN FSRU Lampung, its systems and equipment and the Mooring. In respect of each accepted order, Höegh Shipping submits an invoice to PT Hoegh consisting of the actual cost of the supplied services and a 5.0% fee on the cost of such supplied services, which must be paid by PT Hoegh no more than 14 days after receipt of such invoice.

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Contribution Agreement

In connection with the closing of this offering, we will enter into a contribution, purchase and sale agreement with Höegh LNG and certain of its subsidiaries that will effect the transactions described under “Summary—Formation Transactions,” including the transfer of Höegh LNG’s ownership interests in the entities that own the vessels. This agreement will not be the result of arm’s-length negotiations, and it, or any of the transactions that it provides for, may not be effected on terms at least as favorable to the parties to this agreement as could have been obtained from unaffiliated third parties. All of the transaction expenses incurred in connection with these transactions will be paid from the proceeds of this offering.

Sponsor Credit Facility with Höegh LNG

At or prior to the closing of this offering, we expect to enter into a $85 million revolving credit facility with Höegh LNG, to be used to fund acquisitions and our working capital requirements. We anticipate that the sponsor credit facility will be for a term of three years and will be unsecured. Interest on drawn amounts is payable quarterly at LIBOR plus a margin of 4.0%. Additionally, we will pay a 1.4% quarterly commitment fee to Hoegh LNG on undrawn available amounts under the sponsor credit facility.

For a more detailed description of this credit facility, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Borrowing Activities—Sponsor Credit Facility with Höegh LNG.”

Intercompany Note

Concurrently with the closing of this offering, we will lend up to $140 million to Höegh LNG, which is repayable on demand or which we can elect to utilize as part of the purchase consideration in the event we purchase all or a portion of Höegh LNG’s interests in the Independence. See “Use of Proceeds.” The note will bear interest at a rate of 5.88% per annum.

License Agreement

At or prior to the closing of this offering, we will enter into a license agreement with Leif Höegh & Co. Ltd., pursuant to which Leif Höegh & Co. Ltd. will grant to us a worldwide, nonexclusive, royalty-free license to use the name and unregistered trademark “Höegh LNG” and a flag and funnel mark. The license agreement will terminate, upon the election of Leif Höegh & Co. Ltd., if Höegh LNG ceases to control our general partner or Leif Höegh & Co. Ltd. beneficially owns less than 34% of the issued shares of Höegh LNG.

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Other Related Party Transactions

Our predecessor has been an integrated part of Höegh LNG for each of the three months ended March 31, 2014 and 2013 and the years ended December 31, 2013 and 2012. As such, Höegh LNG has provided general and corporate management services to our predecessor. As described in note 2 to our audited historical combined carve-out financial statements, certain administrative expenses have been included in the historical combined carve-out financial statements based on actual hours incurred. In addition, management has allocated remaining administrative expenses and Höegh LNG management’s share based payment costs based on the number of vessels, newbuildings and business development projects of Höegh LNG. A subsidiary of Höegh LNG has provided the building supervision of the PGN FSRU Lampung and the Mooring. Amounts included in the historical combined carve-out statements of income or capitalized in the historical combined carve-out balance sheets as of and for the three months ended March 31, 2014 and 2013 and the years ended December 31, 2013 and 2012 are as follows:

	Year ended December 31,						Three months ended March 31,
	2013			2012			2014			2013
(in thousands of U.S. Dollars)
Statement of Operations Data:
Administrative expenses	$	6,348		$	2,357		$	3,637		$	1,325
Construction contract expenses		3,738			691			913			303
Interest income form joint ventures		(2,122	)		(2,481	)		(466	)		(554	)
Interest expense charges from Höegh LNG and affiliates		352			114			81			12
Total	$	8,316		$	681		$	4,165		$	1,086
Balance Sheet Data (at end of period):
Newbuildings	$	9,514		$	5,444		$	1,776		$	9,514
Total related party transactions	$	17,880		$	6,125		$	5,941		$	10,600

Our predecessor’s trade liabilities and shareholder loans to Höegh LNG and affiliates were $208.6 million and $91.6 million for the years ended December 31, 2013 and 2012, respectively, and $52.6 million for the three months ended March 31, 2014. The weighted average interest rates on the outstanding balances on the shareholder loans were 4.29% and 6.21% for the years ended December 31, 2013 and 2012, respectively and 2.79% and 6.67% for the three months ended March 31, 2014 and 2013, respectively.

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As described in note 11 to our historical audited combined financial statements of our joint ventures, Höegh LNG Management charged fees to the joint ventures for the years ended December 31, 2013 and 2012 for the provision of technical and commercial management services for the GDF Suez Neptune and the GDF Suez Cape Ann. Amounts included in the combined statements of income or capitalized in the combined balance sheets of our joint ventures as of and for the years ended December 31, 2013 and 2012 are as follows:

	Year ended December 31,
	2013		2012
(in thousands of U.S. Dollars)
Statement of Operations Data:
Vessel operating expenses:
Technical management fees for FSRUs	$	1,300	$	1,300
Other vessel operating expenses		14,104		13,749
Administrative expenses:
Commercial management fees for FSRUs		750		780
Other fees		749		760
Financial expense:
Interest expense from shareholder loans		4,243		4,961
Total	$	21,146	$	21,550
Balance Sheet Data (at end of period):
Vessels:
Supervision cost for modifications	$	22	$	54
Total long-term assets	$	22	$	54

Höegh LNG Management charged fees to the joint ventures for each of the three months ended March 31, 2014 and 2013, respectively, as follows: (i) technical management fees for FSRUs: $0.3 million and $0.3 million, (ii) other vessel operating expenses: $4.0 million and $3.7 million, (iii) commercial management fees for FSRUs: $0.1 million and $0.2 million, (iv) other fees: $0.2 million and $0.2 million, (v) interest expense from shareholder loans: $0.9 million and $1.1 million and (vi) supervision cost for vessel modifications: approximately $0.0 million and $0.0 million.

Our joint ventures’ trade liabilities and shareholder loans to Höegh LNG and affiliates were $25.5 million and $29.9 million for the years ended December 31, 2013 and 2012, respectively, and $23.1 million for the three months ended March 31, 2014. The weighted average interest rates on the outstanding balances on the shareholder loans were 8% and 8% for the years ended December 31, 2013 and 2012, respectively, and 8% and 8% for the three months ended March 31, 2014 and 2013, respectively.

As a result of our relationships with Höegh LNG and its affiliates, we, our general partner and our subsidiaries have entered into or will enter into various agreements that will not be the result of arm’s length negotiations. We generally refer to these agreements and the transactions that they provide for as “affiliated transactions” or “related party transactions.”

Our partnership agreement sets forth procedures by which future related party transactions may be approved or resolved by our board of directors. Pursuant to our partnership agreement, our board of directors may, but is not required to, seek the approval of a related party transaction from the conflicts committee of our board of directors or from the common unitholders. Affiliated transactions that are not approved by the conflicts committee of our board of directors and that do not involve a vote of unitholders must be on terms no less favorable to us than those generally provided to or available from unrelated third parties or be “fair and reasonable” to us. In determining whether a transaction or resolution is “fair and reasonable,” our board of directors may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us. If the above procedures are followed, it will be presumed that, in making its decision, our board of directors acted in good faith, and in any proceeding brought

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by or on behalf of any limited partner or the Partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. When our partnership agreement requires someone to act in good faith, it requires that person to reasonably believe that he is acting in the best interests of the Partnership, unless the context otherwise requires. Please read “Conflicts of Interest and Fiduciary Duties.”

Our conflicts committee will be comprised of at least two members of our board of directors. The conflicts committee will be available at our board of directors’ discretion to review specific matters that our board of directors believes may involve conflicts of interest. The conflicts committee will determine if the resolution of the conflict of interest is fair and reasonable to us. The members of the conflicts committee may not be officers or employees of us or directors, officers or employees of our general partner or its affiliates, and must meet the independence standards established by the New York Stock Exchange to serve on an audit committee of a board of directors and certain other requirements.

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CONFLICTS OF INTEREST AND FIDUCIARY DUTIES

Conflicts of Interest

Conflicts of interest exist and may arise in the future as a result of the relationships between our general partner and its affiliates, including Höegh LNG, on the one hand, and us and our unaffiliated limited partners, on the other hand. Our general partner, which is managed by its board of directors, has a fiduciary duty to make any decisions relating to our management in a manner beneficial to us and our unitholders. Similarly, our board of directors has fiduciary duties to manage us in a manner beneficial to us, our general partner and our limited partners. We expect that certain of our officers and directors will also be officers and directors of Höegh LNG or its affiliates and will have fiduciary duties to Höegh LNG or its affiliates that may cause them to pursue business strategies that disproportionately benefit Höegh LNG or its affiliates or which otherwise are not in the best interests of us or our unitholders. As a result of these relationships, conflicts of interest may arise between us and our unaffiliated limited partners on the one hand, and Höegh LNG and its affiliates, including our general partner, on the other hand. The resolution of these conflicts may not be in the best interest of us or our unitholders.

The Partnership affairs are governed by our partnership agreement and the Marshall Islands Act. The provisions of the Marshall Islands Act resemble provisions of the limited partnership laws of a number of states in the United States, most notably Delaware. We are not aware of any material difference in unitholder rights between the Marshall Islands Act and the Delaware Revised Uniform Limited Partnership Act. The Marshall Islands Act also provides that it is to be applied and construed to make it uniform with the Delaware Revised Uniform Limited Partnership Act and, so long as it does not conflict with the Marshall Islands Act or decisions of the Marshall Islands courts, the case law of the State of Delaware is adopted as the law of the Marshall Islands. There have been, however, few, if any, court cases in the Marshall Islands interpreting the Marshall Islands Act, in contrast to Delaware, which has a fairly well-developed body of case law interpreting its limited partnership statute. Accordingly, we cannot predict whether Marshall Islands courts would reach the same conclusions as courts in Delaware. For example, the rights of our unitholders and fiduciary responsibilities of our general partner and its affiliates under Marshall Islands law are not as clearly established as under judicial precedent in existence in Delaware. Due to the less-developed nature of Marshall Islands law, our public unitholders may have more difficulty in protecting their interests or seeking remedies in the face of actions by our general partner, its affiliates or our controlling unitholders than would unitholders of a limited partnership organized in the United States.

Our partnership agreement contains provisions that modify and limit the fiduciary duties of our general partner and our directors to the unitholders under Marshall Islands law. Our partnership agreement also restricts the remedies available to unitholders for actions taken by our general partner or our directors that, without those limitations, might constitute breaches of fiduciary duty.

Neither our general partner nor our board of directors will be in breach of their obligations under our partnership agreement or their duties to us or the unitholders if the resolution of the conflict is:

• approved by the conflicts committee, although neither our general partner nor our board of directors are obligated to seek such approval;

• approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner or any of its affiliates, although neither our general partner nor our board of directors is obligated to seek such approval;

• on terms no less favorable to us than those generally being provided to or available from unrelated third parties, but neither our general partner nor our board of directors is required to obtain confirmation to such effect from an independent third party; or

• “fair and reasonable” to us, taking into account the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to us.

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Our general partner or our board of directors may, but are not required to, seek the approval of such resolution from the conflicts committee of our board of directors or from the common unitholders. If neither our general partner nor our board of directors seeks approval from the conflicts committee, and our board of directors determines that the resolution or course of action taken with respect to the conflict of interest satisfies either of the standards set forth in the third and fourth bullet points above, then it will be presumed that, in making its decision, our board of directors, including the board members affected by the conflict, acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the Partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. When our partnership agreement requires someone to act in good faith, it requires that person to reasonably believe that he is acting in the best interests of the Partnership, unless the context otherwise requires. Please read “Management—Management of Höegh LNG Partners LP” for information about the composition and formation of the conflicts committee of our board of directors.

Conflicts of interest could arise in the situations described below, among others.

Actions taken by our board of directors may affect the amount of cash available for distribution to unitholders or accelerate the right to convert subordinated units.

The amount of cash that is available for distribution to unitholders is affected by decisions of our board of directors regarding such matters as:

• the amount and timing of asset purchases and sales;

• cash expenditures;

• borrowings;

• estimates of maintenance and replacement capital expenditures;

• the issuance of additional units; and

• the creation, reduction or increase of reserves in any quarter.

In addition, borrowings by us and our affiliates do not constitute a breach of any duty owed by our general partner or our directors to our unitholders, including borrowings that have the purpose or effect of:

• enabling our general partner or its affiliates to receive distributions on any subordinated units held by them or the incentive distribution rights; or

• hastening the expiration of the subordination period.

For example, in the event we have not generated sufficient cash from our operations to pay the minimum quarterly distribution on our common units and our subordinated units, our partnership agreement permits us to borrow funds, which would enable us to make this distribution on all outstanding units. Please read “How We Make Cash Distributions—Subordination Period.”

Our partnership agreement provides that we and our subsidiaries may borrow funds from our general partner and its affiliates. Our general partner and its affiliates may not borrow funds from us or our subsidiaries.

Neither our partnership agreement nor any other agreement requires Höegh LNG to pursue a business strategy that favors us or utilizes our assets or dictates what markets to pursue or grow. Höegh LNG’s directors and executive officers have a fiduciary duty to make these decisions in the best interests of the shareholders of Höegh LNG, which may be contrary to our interests.

Because we expect that certain of our directors will also be directors of Höegh LNG and its affiliates, such directors have fiduciary duties to Höegh LNG and its affiliates that may cause them to pursue business strategies that disproportionately benefit Höegh LNG, or which otherwise are not in the best interests of us or our unitholders.

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Our general partner is allowed to take into account the interests of parties other than us, such as Höegh LNG.

Our partnership agreement contains provisions that reduce the standards to which our general partner would otherwise be held by Marshall Islands fiduciary duty law. For example, our partnership agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner. This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligations to give any consideration to any interest of or factors affecting us, our affiliates or any unitholder. Decisions made by our general partner in its individual capacity will be made by its board of directors, which will be appointed by Höegh LNG. Specifically, our general partner will be considered to be acting in its individual capacity if it exercises its call right, pre-emptive rights or registration rights, consents or withholds consent to any merger or consolidation of the Partnership, appoints any directors or votes for the election of any director, votes or refrains from voting on amendments to our partnership agreement that require a vote of the outstanding units, voluntarily withdraws from the Partnership, transfers (to the extent permitted under our partnership agreement) or refrains from transferring its units or general partner interest or votes upon the dissolution of the Partnership.

We will reimburse our general partner and its affiliates for expenses.

We will reimburse our general partner and its affiliates for costs incurred, if any, in managing and operating us. Our partnership agreement provides that our general partner will determine the expenses that are allocable to us in good faith. Please read “Certain Relationships and Related Party Transactions” and “Management—Reimbursement of Expenses of Our General Partner.”

Common unitholders will have no right to enforce obligations of our general partner and its affiliates under agreements with us.

Any agreements between us, on the one hand, and our general partner and its affiliates, on the other, will not grant to the unitholders, separate and apart from us, the right to enforce the obligations of our general partner and its affiliates in our favor.

Contracts between us, on the one hand, and our general partner and its affiliates, on the other, will not be the result of arm’s-length negotiations.

Neither our partnership agreement nor any of the other agreements, contracts and arrangements between us and our general partner and its affiliates are or will be the result of arm’s-length negotiations. Our partnership agreement generally provides that any affiliated transaction, such as an agreement, contract or arrangement between us and our general partner and its affiliates, must be:

• on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or

• “fair and reasonable” to us, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to us).

Höegh LNG Management, which will provide certain technical and maritime management and crewing of the vessels to our operating company and joint ventures, may also enter into additional contractual arrangements with any of its affiliates on our behalf; however, there is no obligation of any affiliate of Höegh LNG Management to enter into any contracts of this kind.

Common units are subject to our general partner’s limited call right.

Our general partner may exercise its right to call and purchase common units as provided in our partnership agreement or assign this right to one of its affiliates or to us. Our general partner may use its own discretion, free of fiduciary duty restrictions, in determining whether to exercise this right. Our general partner is not obligated to

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obtain a fairness opinion regarding the value of the common units to be repurchased by it upon the exercise of this limited call right. As a result, a common unitholder may have common units purchased from the unitholder at an undesirable time or price. Please read “Our Partnership Agreement—Limited Call Right.”

We may choose not to retain separate counsel for ourselves or for the holders of common units.

The attorneys, independent accountants and others who perform services for us have been retained by our board of directors. Attorneys, independent accountants and others who perform services for us are selected by our board of directors or the conflicts committee and may perform services for our general partner and its affiliates. We may retain separate counsel for ourselves or the holders of common units in the event of a conflict of interest between our general partner and its affiliates, on the one hand, and us or the holders of common units, on the other, depending on the nature of the conflict. We do not intend to do so in most cases.

Our general partner’s affiliates, including Höegh LNG, may compete with us.

Our partnership agreement provides that our general partner will be restricted from engaging in any business activities other than acting as our general partner and those activities incidental to its ownership of interests in us. In addition, our partnership agreement provides that our general partner, for so long as it is general partner of the Partnership, will not engage in, by acquisition or otherwise, the businesses described above under the caption “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—Omnibus Agreement—Noncompetition.” Similarly, under the omnibus agreement, Höegh LNG will agree and will cause its controlled affiliates to agree, for so long as Höegh LNG controls the Partnership, not to engage in the businesses described above under the caption “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—Omnibus Agreement—Noncompetition.” Except as provided in our partnership agreement and the omnibus agreement, affiliates of our general partner are not prohibited from engaging in other businesses or activities, including those that might be in direct competition with us.

Fiduciary Duties

Our general partner and its affiliates are accountable to us and our unitholders as fiduciaries. Fiduciary duties owed to unitholders by our general partner and its affiliates are prescribed by law and our partnership agreement. The Marshall Islands Act provides that Marshall Islands limited partnerships may, in their partnership agreements, expand or restrict the fiduciary duties otherwise owed by our general partner and its affiliates to the limited partners and the limited partnership. Our directors are subject to the same fiduciary duties as our general partner, as expanded or restricted by our partnership agreement.

In addition, in connection with this offering, our subsidiaries will enter into services agreements, and may enter into additional agreements with Höegh LNG and certain of its subsidiaries, including Höegh LNG Management. In the performance of their obligations under these agreements, Höegh LNG and its subsidiaries are not held to a fiduciary standard of care but rather to the standards of care specified in the relevant agreement.

Our partnership agreement contains various provisions restricting the fiduciary duties that might otherwise be owed by our general partner or by our directors. We have adopted these provisions to allow our general partner and our directors to take into account the interests of other parties in addition to our interests when resolving conflicts of interest. We believe this is appropriate and necessary because our officers and directors have fiduciary duties to Höegh LNG, as well as to you. These modifications disadvantage the common unitholders because they restrict the rights and remedies that would otherwise be available to unitholders for actions that, without those limitations, might constitute breaches of fiduciary duty, as described below. The following is a summary of:

• the fiduciary duties imposed on our general partner and our directors by the Marshall Islands Act;

• material modifications of these duties contained in our partnership agreement; and

• certain rights and remedies of unitholders contained in the Marshall Islands Act.

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Marshall Islands law fiduciary duty standards Fiduciary duties are generally considered to include an obligation to act in good faith and with due care and loyalty. The duty of care, in the absence of a provision in a limited partnership agreement providing otherwise, would generally require a general partner and the directors of a Marshall Islands limited partnership to refrain from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law. The duty of loyalty, in the absence of a provision in a limited partnership agreement providing otherwise, would generally require that a partner refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership business or affairs as or on behalf of a party having an interest adverse to the limited partnership, refrain from competing with the limited partnership in the conduct of the limited partnership business or affairs before the dissolution of the limited partnership, and to account to the limited partnership and hold as trustee for it any property, profit or benefit derived by the partner in the conduct or winding up of the limited partnership business or affairs or derived from a use by the partner of partnership property, including the appropriation of a limited partnership opportunity. In addition, although not a fiduciary duty, a partner shall discharge the duties to the limited partnership and exercise any rights consistently with the obligation of good faith and fair dealing.

Partnership agreement modified standards Our partnership agreement contains provisions that waive or consent to conduct by our general partner and its affiliates and our directors that might otherwise raise issues as to compliance with fiduciary duties under the laws of the Marshall Islands. For example, our partnership agreement provides that when our general partner is acting in its capacity as our general partner, as opposed to in its individual capacity, it must act in “good faith” and will not be subject to any other standard under the laws of the Marshall Islands to the extent permitted by law. Such standards, such as the duty of care and duty of loyalty, are described in the immediately preceding paragraph under “—Marshall Islands law fiduciary duty standards.” In addition, when our general partner is acting in its individual capacity, as opposed to in its capacity as our general partner, it may act without any fiduciary obligation to us or the unitholders whatsoever. These standards reduce the obligations to which our general partner and our board of directors would otherwise be held. Our partnership agreement generally provides that affiliated transactions and resolutions of conflicts of interest not involving a vote of unitholders and that are not approved by the conflicts committee of our board of directors must be:

• on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or

• “fair and reasonable” to us, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to us).

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If our board of directors does not seek approval from the conflicts committee, and our board of directors determines that the resolution or course of action taken with respect to the conflict of interest satisfies either of the standards set forth in the bullet points above, then it will be presumed that, in making its decision, our board of directors acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the Partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. These standards reduce the obligations to which our board of directors would otherwise be held.

In addition to the other more specific provisions limiting the obligations of our general partner and our directors, our partnership agreement further provides that our general partner and our officers and directors will not be liable for monetary damages to us or our limited partners for errors of judgment or for any acts or omissions unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that our general partner or our officers or directors engaged in actual fraud or willful misconduct. In the absence of these specific provisions contained in our partnership agreement, our general partner and our directors would be subject to the fiduciary duty standards set forth under “—Marshall Islands law fiduciary duty standards.”

Rights and remedies of unitholders The provisions of the Marshall Islands Act resemble the provisions of the limited partnership act of Delaware. For example, like Delaware, the Marshall Islands Act favors the principles of freedom of contract and enforceability of partnership agreements and allows our partnership agreement to contain terms governing the rights of the unitholders. The rights of our unitholders, including voting and approval rights and the ability of the Partnership to issue additional units, are governed by the terms of our partnership agreement. Please read “Our Partnership Agreement.”

As to remedies of unitholders, the Marshall Islands Act permits a limited partner to institute legal action in the right of the limited partnership to recover a judgment in its favor where a general partner or a board of directors has refused to institute the action or where an effort to cause a general partner or a board of directors to do so is not likely to succeed. These actions include actions against a general partner for breach of its fiduciary duties or of our partnership agreement.

In becoming one of our limited partners, a common unitholder effectively agrees to be bound by the provisions in our partnership agreement, including the provisions discussed above. The failure of a limited partner or transferee to sign a limited partnership agreement does not render our partnership agreement unenforceable against that person.

Under our partnership agreement, we must indemnify our general partner and our directors and officers to the fullest extent permitted by law against liabilities, costs and expenses incurred by our general partner or these other persons. We must provide this indemnification unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that these persons engaged in actual fraud or willful misconduct.

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We also must provide this indemnification for criminal proceedings when our general partner or these other persons acted with no reasonable cause to believe that their conduct was unlawful. Thus, our general partner and our directors and officers could be indemnified for their negligent acts if they met the requirements set forth above. To the extent that these provisions purport to include indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), in the opinion of the SEC, such indemnification is contrary to public policy and therefore unenforceable. Please read “Our Partnership Agreement—Indemnification.”

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DESCRIPTION OF THE COMMON UNITS

The Units

The common units and the subordinated units represent limited partner interests in us. The holders of units are entitled to participate in partnership distributions and exercise the rights and privileges available to limited partners under our partnership agreement. No certificates will be issued to the unitholders in respect of the common units or subordinated units. For a description of the relative rights and privileges of holders of common units and subordinated units in and to partnership distributions, please read this section and “How We Make Cash Distributions.” For a description of the rights and privileges of limited partners under our partnership agreement, including voting rights, please read “Our Partnership Agreement.”

Transfer Agent and Registrar

Duties

Computershare Trust Company, N.A. will serve as registrar and transfer agent for the common units. We pay all fees charged by the transfer agent for transfers of common units, except the following, which must be paid by unitholders:

• surety bond premiums to replace lost or stolen certificates, taxes and other governmental charges;

• special charges for services requested by a holder of a common unit; and

• other similar fees or charges.

There is no charge to unitholders for disbursements of our cash distributions. We will indemnify the transfer agent, its agents and each of their stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity.

Resignation or Removal

The transfer agent may resign, by notice to us, or be removed by us. The resignation or removal of the transfer agent will become effective upon our appointment of a successor transfer agent and registrar and its acceptance of the appointment. If a successor has not been appointed or has not accepted its appointment within 30 days after notice of the resignation or removal, our general partner may, at the direction of our board of directors, act as the transfer agent and registrar until a successor is appointed.

Transfer of Common Units

By transfer of common units in accordance with our partnership agreement, each transferee of common units will be admitted as a limited partner with respect to the common units transferred when such transfer and admission is reflected in our books and records. Each transferee:

• represents that the transferee has the capacity, power and authority to become bound by our partnership agreement;

• automatically agrees to be bound by the terms and conditions of, and is deemed to have executed, our partnership agreement; and

• gives the consents and approvals contained in our partnership agreement, such as the approval of all transactions and agreements we are entering into in connection with our formation and this offering.

A transferee will become a substituted limited partner of the Partnership for the transferred common units automatically upon the recording of the transfer on our books and records. Our general partner will cause any transfers to be recorded on our books and records no less frequently than quarterly.

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We may, at our discretion, treat the nominee holder of a common unit as the absolute owner. In that case, the beneficial holder’s rights are limited solely to those that it has against the nominee holder as a result of any agreement between the beneficial owner and the nominee holder.

Common units are securities and are transferable according to the laws governing transfer of securities. In addition to other rights acquired upon transfer, the transferor gives the transferee the right to become a limited partner in the Partnership for the transferred common units.

Until a common unit has been transferred on our books, we and the transfer agent may treat the record holder of the unit as the absolute owner for all purposes, except as otherwise required by law or stock exchange regulations.

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OUR PARTNERSHIP AGREEMENT

The following is a summary of the material provisions of our partnership agreement. The form of our partnership agreement is included in this prospectus as Appendix A. We will provide prospective investors with a copy of our partnership agreement upon request at no charge.

We summarize the following provisions of our partnership agreement elsewhere in this prospectus:

• with regard to distributions of available cash, please read “How We Make Cash Distributions;”

• with regard to the fiduciary duties of our general partner and our directors, please read “Conflicts of Interest and Fiduciary Duties;” and

• with regard to the transfer of common units, please read “Description of the Common Units—Transfer of Common Units.”

Organization and Duration

We were formed on April 28, 2014 and have perpetual existence.

Purpose

Our purpose under our partnership agreement is to engage in any business activities that may lawfully be engaged in by a limited partnership pursuant to the Marshall Islands Act.

Although our board of directors has the ability to cause us or our subsidiaries to engage in activities other than the provision of marine transportation services, it has no current plans to do so and may decline to do so free of any fiduciary duty or obligation whatsoever to us or the limited partners, including any duty to act in good faith or in the best interests of us or the limited partners. Our general partner will irrevocably delegate to our board of directors the authority to oversee and direct our operations, management and policies on an exclusive basis.

Cash Distributions

Our partnership agreement specifies the manner in which we will make cash distributions to holders of our common units and other partnership interests, including to the holders of our incentive distribution rights. For a description of these cash distribution provisions, please read “How We Make Cash Distributions.”

Capital Contributions

Unitholders are not obligated to make additional capital contributions, except as described below under “—Limited Liability.”

Voting Rights

The following is a summary of the unitholder vote required for the approval of the matters specified below. Matters that require the approval of a “unit majority” require:

• during the subordination period, the approval of a majority of the common units, excluding those common units held by our general partner and its affiliates, voting as a single class and a majority of the subordinated units voting as a single class; and

• after the subordination period, the approval of a majority of the common units voting as a single class.

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In voting their common units and subordinated units our general partner and its affiliates will have no fiduciary duty or obligation whatsoever to us or the limited partners, including any duty to act in good faith or in the best interests of us or the limited partners.

Each outstanding common unit is entitled to one vote on matters subject to a vote of common unitholders. However, to preserve our ability to claim an exemption from U.S. federal income tax under Section 883 of the Code, if at any time any person or group owns beneficially more than 4.9% of any class of units then outstanding, any units beneficially owned by that person or group in excess of 4.9% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of unitholders, calculating required votes (except for purposes of nominating a person for election to our board of directors), determining the presence of a quorum or for other similar purposes under our partnership agreement, unless otherwise required by law. The voting rights of any such unitholders in excess of 4.9% will effectively be redistributed pro rata among the other common unitholders holding less than 4.9% of the voting power of all classes of units entitled to vote. Our general partner, its affiliates and persons who acquired common units with the prior approval of our board of directors will not be subject to this 4.9% limitation except with respect to voting their common units in the election of the elected directors.

We will hold a meeting of the limited partners every year to elect one or more members of our board of directors and to vote on any other matters that are properly brought before the meeting. Our general partner has the right to appoint three of the seven members of our board of directors with the remaining four directors being elected by our common unitholders beginning with the annual meeting of unitholders following the closing of this offering. Subordinated units will not be voted in the election of the four directors.

Action	Unitholder Approval Required and Voting Rights
Issuance of additional units	No approval rights; general partner approval required for all issuances not reasonably expected to be accretive within 12 months of issuance or which would otherwise have a material adverse impact on the general partner or its interest in the Partnership.
Amendment of our partnership agreement	Certain amendments may be made by our board of directors without the approval of the unitholders. Other amendments generally require the approval of a unit majority. Please read “—Amendment of Our Partnership Agreement.”
Merger of the Partnership or the sale of all or substantially all of our assets	Unit majority and approval of our general partner and our board of directors. Please read “—Merger, Sale, Conversion or Other Disposition of Assets.”
Dissolution of the Partnership	Unit majority and approval of our general partner and our board of directors. Please read “—Termination and Dissolution.”
Reconstitution of the Partnership upon dissolution	Unit majority. Please read “—Termination and Dissolution.”
Election of four of the seven members of our board of directors	A plurality of the votes of the holders of the common units.
Withdrawal of our general partner	Under most circumstances, the approval of a majority of the common units, excluding common units held by our general partner and its affiliates, is required for the withdrawal of our general partner prior to June 30, 2024 in a manner that would cause a dissolution of the Partnership. Please read “—Withdrawal or Removal of our General Partner.”

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Action	Unitholder Approval Required and Voting Rights
Removal of our general partner	Not less than 75% of the outstanding units, including units held by our general partner and its affiliates, voting together as a single class. Please read “—Withdrawal or Removal of our General Partner.”
Transfer of our general partner interest in us	Our general partner may transfer its general partner interest in us without a vote of our unitholders to an affiliate or another person in connection with its merger or consolidation with or into, or sale of all or substantially all of its assets to, such person. The approval of a majority of the common units, excluding common units held by our general partner and its affiliates, is required in other circumstances for a transfer of the general partner interest to a third party prior to June 30, 2024. Please read “—Transfer of General Partner Interest.”
Transfer of incentive distribution rights	Except for transfers to an affiliate or another person as part of a merger or consolidation with or into, or sale of all or substantially all of the assets to, such person, the approval of a majority of the common units, excluding common units held by our general partner and its affiliates, voting separately as a class, is required in most circumstances for a transfer of the incentive distribution rights to a third party prior to June 30, 2019. Please read “—Transfer of Incentive Distribution Rights.”
Transfer of ownership interests in our general partner	No approval required at any time. Please read “—Transfer of Ownership Interests in General Partner.” However, during the term of the SRV Joint Gas shareholders’ agreement governing our joint ventures, Höegh LNG is required to continue to directly or indirectly maintain the ability to control our general partner pursuant to an agreement with MOL.

Applicable Law; Forum, Venue and Jurisdiction

Our partnership agreement is governed by Marshall Islands law. Our partnership agreement requires that any claims, suits, actions or proceedings:

• arising out of or relating in any way to our partnership agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of our partnership agreement or the duties, obligations or liabilities among limited partners or of limited partners to us, or the rights or powers of, or restrictions on, the limited partners or us);

• brought in a derivative manner on our behalf;

• asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of us or our general partner, or owed by our general partner, to us or the limited partners;

• asserting a claim arising pursuant to any provision of the Marshall Islands Act; and

• asserting a claim governed by the internal affairs doctrine;

shall be exclusively brought in the Court of Chancery of the State of Delaware, unless otherwise provided for by Marshall Islands law, regardless of whether such claims, suits, actions or proceedings arise under laws relating to contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims. By purchasing a common unit, a limited partner is irrevocably consenting to these limitations and provisions regarding claims, suits, actions or proceedings and submitting to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, unless otherwise provided for by Marshall Islands law, in connection with any such claims, suits, actions or proceedings; however, a court could rule that such provisions are inapplicable or unenforceable.

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Limited Liability

Assuming that a limited partner does not participate in the control of our business within the meaning of the Marshall Islands Act and that he otherwise acts in conformity with the provisions of our partnership agreement, his liability under the Marshall Islands Act will be limited, subject to possible exceptions, to the amount of capital he is obligated to contribute to us for his common units plus his share of any undistributed profits and assets. If it were determined, however, that the right, or exercise of the right, by the limited partners as a group:

• to remove or replace our general partner;

• to elect four of our seven directors;

• to approve some amendments to our partnership agreement; or

• to take other action under our partnership agreement;

constituted “participation in the control” of our business for the purposes of the Marshall Islands Act, then the limited partners could be held personally liable for our obligations under the laws of the Marshall Islands, to the same extent as our general partner. This liability would extend to persons who transact business with us who reasonably believe that the limited partner is a general partner. Neither our partnership agreement nor the Marshall Islands Act specifically provides for legal recourse against our general partner if a limited partner were to lose limited liability through any fault of our general partner. While this does not mean that a limited partner could not seek legal recourse, we know of no precedent for this type of a claim in Marshall Islands case law.

Under the Marshall Islands Act, a limited partnership may not make a distribution to a partner if, after the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specific property of the limited partnership, would exceed the fair value of the assets of the limited partnership. For the purpose of determining the fair value of the assets of a limited partnership, the Marshall Islands Act provides that the fair value of property subject to liability for which recourse of creditors is limited shall be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds the non-recourse liability. The Marshall Islands Act provides that a limited partner who receives a distribution and knew at the time of the distribution that the distribution was in violation of the Marshall Islands Act shall be liable to the limited partnership for the amount of the distribution for three years. Under the Marshall Islands Act, a purchaser of units who becomes a limited partner of a limited partnership is liable for the obligations of the transferor to make contributions to the limited partnership, except that the transferee is not obligated for liabilities unknown to him at the time he became a limited partner and that could not be ascertained from our partnership agreement.

Maintenance of our limited liability may require compliance with legal requirements in the jurisdictions in which our subsidiaries conduct business, which may include qualifying to do business in those jurisdictions. Limitations on the liability of limited partners for the obligations of a limited partnership or limited liability company have not been clearly established in many jurisdictions. If, by virtue of our membership interest in an operating subsidiary or otherwise, it was determined that we were conducting business in any jurisdiction without compliance with the applicable limited partnership or limited liability company statute, or that the right or exercise of the right by the limited partners as a group to remove or replace the general partner, to approve some amendments to our partnership agreement or to take other action under our partnership agreement constituted “participation in the control” of our business for purposes of the statutes of any relevant jurisdiction, then the limited partners could be held personally liable for our obligations under the law of that jurisdiction to the same extent as our general partner under the circumstances. We will operate in a manner that our board of directors considers reasonable and necessary or appropriate to preserve the limited liability of the limited partners.

Issuance of Additional Interests

Our partnership agreement authorizes us to issue an unlimited amount of additional partnership interests and rights to buy partnership interests for the consideration and on the terms and conditions determined by our board

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of directors without the approval of the unitholders. However, our general partner will be required to approve all issuances of additional partnership interests that are not reasonably expected to be accretive within 12 months of issuance or which would otherwise have a material adverse impact on the general partner or its interest in us.

We intend to fund acquisitions through borrowings and the issuance of additional common units or other equity securities and the issuance of debt securities. Holders of any additional common units we issue will be entitled to share equally with the then-existing holders of common units in our distributions of available cash. In addition, the issuance of additional common units or other equity securities may dilute the value of the interests of the then-existing holders of common units in our net assets.

In accordance with Marshall Islands law and the provisions of our partnership agreement, we may also issue additional partnership interests that, as determined by our board of directors, have special voting rights to which the common units are not entitled.

Our general partner and its affiliates will have the right, which it may from time to time assign in whole or in part to any of its affiliates, to purchase common units, subordinated units or other equity securities whenever, and on the same terms that, we issue those securities to persons other than our general partner and its affiliates, to the extent necessary to maintain its and its affiliates’ percentage interest, including its interest represented by common units and subordinated units, that existed immediately prior to each issuance. Other holders of common units will not have similar pre-emptive rights to acquire additional common units or other partnership interests.

Tax Status

Our partnership agreement provides that the Partnership will elect to be treated as a corporation for U.S. federal income tax purposes.

Amendment of Our Partnership Agreement

General

Amendments to our partnership agreement may be proposed only by or with the consent of our board of directors. However, our board of directors will have no duty or obligation to propose any amendment and may decline to do so free of any fiduciary duty or obligation whatsoever to us or the limited partners, including any duty to act in good faith or in the best interests of us or the limited partners. In order to adopt a proposed amendment, other than the amendments discussed below, approval of our board of directors is required, as well as written approval of the holders of the number of units required to approve the amendment or call a meeting of the limited partners to consider and vote upon the proposed amendment. Except as we describe below, an amendment must be approved by a unit majority.

Prohibited Amendments

No amendment may be made that would:

(1) increase the obligations of any limited partner without its consent, unless approved by at least a majority of the type or class of limited partner interests so affected;

(2) increase the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our general partner or any of its affiliates without the consent of the general partner, which may be given or withheld at its option;

(3) change the term of the Partnership;

(4) provide that the Partnership is not dissolved upon an election to dissolve the Partnership by our general partner and our board of directors that is approved by the holders of a unit majority; or

(5) give any person the right to dissolve the Partnership other than the right of our general partner and our board of directors to dissolve the Partnership with the approval of the holders of a unit majority.

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The provision of our partnership agreement preventing the amendments having the effects described in clauses (1) through (5) above can be amended upon the approval of the holders of at least 90% of the outstanding units voting together as a single class (including units owned by our general partner and its affiliates). Upon completion of this offering, the owner of our general partner will own approximately     % of our outstanding common and subordinated units, assuming no exercise of the underwriters’ option to purchase additional common units.

No Unitholder Approval

Our board of directors may generally make amendments to our partnership agreement without the approval of any limited partner to reflect:

(1) a change in our name, the location of our principal place of business, our registered agent or our registered office;

(2) the admission, substitution, withdrawal or removal of partners in accordance with our partnership agreement;

(3) a change that our board of directors determines to be necessary or appropriate for us to qualify or to continue our qualification as a limited partnership or a partnership in which the limited partners have limited liability under the Marshall Islands Act;

(4) an amendment that is necessary, upon the advice of our counsel, to prevent us or our officers or directors or our general partner or their or its agents or trustees from in any manner being subjected to the provisions of the U.S. Investment Company Act of 1940, the U.S. Investment Advisors Act of 1940, or plan asset regulations adopted under the U.S. Employee Retirement Income Security Act of 1974 whether or not substantially similar to plan asset regulations currently applied or proposed;

(5) an amendment that our board of directors determines to be necessary or appropriate for the authorization of additional partnership interests or rights to acquire partnership interests, including any amendment that our board of directors determines is necessary or appropriate in connection with:

• the adjustments of the minimum quarterly distribution, first target distribution, second target distribution and third target distribution in connection with the reset of our incentive distribution rights as described under “How We Make Cash Distributions—Höegh LNG’s Right to Reset Incentive Distribution Levels;”

• the implementation of the provisions relating to Höegh LNG’s right to reset the incentive distribution rights in exchange for common units;

• any modification of the incentive distribution rights made in connection with the issuance of additional partnership interests or rights to acquire partnership interests, provided that, any such modifications and related issuance of partnership interests have received approval by a majority of the members of the conflicts committee of our board of directors; or

• any amendment expressly permitted in our partnership agreement to be made by our board of directors acting alone;

(6) an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of our partnership agreement;

(7) any amendment that our board of directors determines to be necessary or appropriate for the formation by us of, or our investment in, any corporation, partnership or other entity, as otherwise permitted by our partnership agreement;

(8) a change in our fiscal year or taxable year and related changes;

(9) certain mergers or conveyances as set forth in our partnership agreement; or

(10) any other amendments substantially similar to any of the matters described in clauses (1) through (9) above.

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In addition, our board of directors may make amendments to our partnership agreement without the approval of any limited partner or our general partner if our board of directors determines that those amendments:

(1) do not adversely affect the limited partners (or any particular class of limited partners) or our general partner in any material respect;

(2) are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any Marshall Islands authority or statute;

(3) are necessary or appropriate to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the limited partner interests are or will be listed for trading;

(4) are necessary or appropriate for any action taken by our board of directors relating to splits or combinations of units under the provisions of our partnership agreement; or

(5) are required to effect the intent expressed in this prospectus or the intent of the provisions of our partnership agreement or are otherwise contemplated by our partnership agreement.

Opinion of Counsel and Unitholder Approval

Our board of directors will not be required to obtain an opinion of counsel that an amendment will not result in a loss of limited liability to the limited partners if one of the amendments described above under “—Amendment of Our Partnership Agreement—No Unitholder Approval” should occur. No other amendments to our partnership agreement will become effective without the approval of holders of at least 90% of the outstanding units voting as a single class unless we obtain an opinion of counsel to the effect that the amendment will not affect the limited liability under applicable law of any of our limited partners.

In addition to the above restrictions, any amendment that would have a material adverse effect on the rights or privileges of any type or class of outstanding units in relation to other classes of units will require the approval of at least a majority of the type or class of units so affected. Any amendment that reduces the voting percentage required to take any action must be approved by the affirmative vote of limited partners whose aggregate outstanding units constitute not less than the voting requirement sought to be reduced.

Merger, Sale, Conversion or Other Disposition of Assets

A merger or consolidation of us requires the approval of our board of directors and the prior consent of our general partner. However, to the fullest extent permitted by law, our board of directors and our general partner will have no duty or obligation to consent to any merger or consolidation and may decline to do so free of any fiduciary duty or obligation whatsoever to us or the limited partners, including any duty to act in good faith or in the best interests of us or the limited partners. In addition, our partnership agreement generally prohibits our board of directors, without the prior approval of our general partner and the holders of units representing a unit majority, from causing us to, among other things, sell, exchange or otherwise dispose of all or substantially all of our assets in a single transaction or a series of related transactions, including by way of merger, consolidation or other combination, or approving on our behalf the sale, exchange or other disposition of all or substantially all of the assets of our subsidiaries taken as a whole. Our board of directors may, however, mortgage, pledge, hypothecate or grant a security interest in all or substantially all of our assets without the prior approval of the holders of units representing a unit majority. Our general partner and our board of directors may also determine to sell all or substantially all of our assets under a foreclosure or other realization upon those encumbrances without the approval of the holders of units representing a unit majority.

If conditions specified in our partnership agreement are satisfied, our board of directors, with the consent of our general partner, may convert us or any of our subsidiaries into a new limited liability entity or merge us or any of our subsidiaries into, or convey some or all of our assets to, a newly formed entity if the sole purpose of

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that merger or conveyance is to effect a mere change in our legal form into another limited liability entity. The unitholders are not entitled to dissenters’ rights of appraisal under our partnership agreement or applicable law in the event of a conversion, merger or consolidation, sale of substantially all of our assets or any other transaction or event.

Termination and Dissolution

We will continue as a limited partnership until terminated or converted under our partnership agreement. We will dissolve upon:

(1) the election of our general partner and our board of directors to dissolve us, if approved by the holders of units representing a unit majority;

(2) at any time there are no limited partners, unless we continue without dissolution in accordance with the Marshall Islands Act;

(3) the entry of a decree of judicial dissolution of us; or

(4) the withdrawal or removal of our general partner or any other event that results in its ceasing to be our general partner other than by reason of a transfer of its general partner interest in accordance with our partnership agreement or withdrawal or removal following approval and admission of a successor.

Upon a dissolution under clause (4), the holders of a unit majority may also elect, within specific time limitations, to continue our business on the same terms and conditions described in our partnership agreement by appointing as general partner an entity approved by the holders of units representing a unit majority, subject to our receipt of an opinion of counsel to the effect that the action would not result in the loss of limited liability of any limited partner.

Liquidation and Distribution of Proceeds

Upon our dissolution, unless we are continued as a new limited partnership, the liquidator authorized to wind up our affairs will, acting with all of the powers of our board of directors that are necessary or appropriate, liquidate our assets and apply the proceeds of the liquidation as provided in “How We Make Cash Distributions—Distributions of Cash upon Liquidation.” The liquidator may defer liquidation or distribution of our assets for a reasonable period or distribute assets to partners in kind if it determines that a sale would be impractical or would cause undue loss to our partners.

Withdrawal or Removal of our General Partner

Except as described below, our general partner has agreed not to withdraw voluntarily as our general partner prior to June 30, 2024 without obtaining the approval of the holders of at least a majority of the outstanding common units, excluding common units held by our general partner and its affiliates, and furnishing an opinion of counsel regarding limited liability. On or after June 30, 2024, our general partner may withdraw as general partner without first obtaining approval of any unitholder by giving 90 days’ written notice, and that withdrawal will not constitute a violation of our partnership agreement. Notwithstanding the information above, our general partner may withdraw without unitholder approval upon 90 days’ written notice to the limited partners if at least 50% of the outstanding common units are held or controlled by one person and its affiliates other than our general partner and its affiliates. In addition, our partnership agreement permits our general partner in some instances to sell or otherwise transfer its general partner interest in us without the approval of the unitholders. Please read “—Transfer of General Partner Interest” and “—Transfer of Incentive Distribution Rights.”

Upon withdrawal of our general partner under any circumstances, other than as a result of a transfer by our general partner of its general partner interest in us, the holders of a majority of the outstanding common units and subordinated units, voting as separate classes, may select a successor to that withdrawing general partner. If a

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successor is not elected, or is elected but an opinion of counsel regarding limited liability cannot be obtained, we will be dissolved, wound up and liquidated, unless within a specified period of time after that withdrawal, the holders of a unit majority agree in writing to continue our business and to appoint a successor general partner. Please read “—Termination and Dissolution.”

Our general partner may not be removed unless that removal is approved by the vote of the holders of not less than 75% of the outstanding common and subordinated units, including units held by our general partner and its affiliates, voting together as a single class, and we receive an opinion of counsel regarding limited liability. The ownership of more than     % of the outstanding units by our general partner and its affiliates or the control of our board of directors by our general partner and its affiliates would provide the practical ability to prevent our general partner’s removal. At the closing of this offering, our general partner and its affiliates will own approximately     % of the outstanding common and subordinated units, assuming no exercise of the underwriters’ option to purchase additional common units. Any removal of our general partner is also subject to the successor general partner being approved by the vote of the holders of a majority of the outstanding common units and subordinated units, voting as a single class.

Our partnership agreement also provides that if our general partner is removed as our general partner under circumstances where cause does not exist and units held by our general partner and its affiliates are not voted in favor of that removal:

• the subordination period will end and all outstanding subordinated units will immediately convert into common units on a one-for-one basis;

• any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and

• the holder of the incentive distribution rights will have the right to convert such incentive distribution rights into common units or to receive cash in exchange for those interests based on the fair market value of those interests at the time.

In the event of removal of our general partner under circumstances where cause exists or withdrawal of our general partner where that withdrawal violates our partnership agreement, a successor general partner will have the option to purchase the general partner interest owned by the departing general partner for a cash payment equal to the fair market value of that interest. Under all other circumstances where our general partner withdraws or is removed by the limited partners, the departing general partner will have the option to require the successor general partner to purchase the general partner interest of the departing general partner for its fair market value. In each case, this fair market value will be determined by agreement between the departing general partner and the successor general partner. If no agreement is reached, an independent investment banking firm or other independent expert selected by the departing general partner and the successor general partner will determine the fair market value. Or, if the departing general partner and the successor general partner cannot agree upon an expert, then an expert chosen by agreement of the experts selected by each of them will determine the fair market value.

If the option described above is not exercised by either the departing general partner or the successor general partner, the departing general partner’s general partner interest and the incentive distribution rights of any holder thereof will automatically convert into common units equal to the fair market value of those interests as determined by an independent investment banking firm or other independent expert selected in the manner described in the preceding paragraph.

In addition, we will be required to reimburse the departing general partner for all amounts due the departing general partner, including, without limitation, any employee-related liabilities, including severance liabilities, incurred for the termination of any employees employed by the departing general partner or its affiliates for our benefit.

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Transfer of General Partner Interest

Except for the transfer by our general partner of all, but not less than all, of its general partner interest in us to:

• an affiliate of our general partner (other than an individual); or

• another entity as part of the merger or consolidation of our general partner with or into another entity or the transfer by our general partner of all or substantially all of its assets to another entity,

our general partner may not transfer all or any part of its general partner interest in us to another person prior to June 30, 2024, without the approval of the holders of at least a majority of the outstanding common units, excluding common units held by our general partner and its affiliates. As a condition of this transfer, the transferee must, among other things, assume the rights and duties of the general partner, agree to be bound by the provisions of our partnership agreement and furnish an opinion of counsel regarding limited liability.

Our general partner and its affiliates may at any time transfer units to one or more persons, without unitholder approval.

Transfer of Ownership Interests in General Partner

At any time, the members of our general partner may sell or transfer all or part of their respective membership interests in our general partner to an affiliate or a third party without the approval of our unitholders. However, during the term of the SRV Joint Gas shareholders’ agreement governing our joint ventures, Höegh LNG is required to continue to directly or indirectly maintain the ability to control our general partner pursuant to an agreement with MOL.

Transfer of Incentive Distribution Rights

Höegh LNG or its affiliates, or a subsequent holder, may transfer its incentive distribution rights to an affiliate of the holder (other than an individual) or another entity as part of the merger or consolidation of such holder with or into another entity, or sale of all or substantially all of its assets to that entity, without the prior approval of the unitholders. Prior to June 30, 2019, other transfers of the incentive distribution rights will require the affirmative vote of holders of a majority of the outstanding common units, excluding common units held by Höegh LNG and its affiliates. On or after June 30, 2019, the incentive distribution rights will be freely transferable.

Change of Management Provisions

Our partnership agreement contains specific provisions that are intended to discourage a person or group from attempting to remove Höegh LNG GP LLC as our general partner or otherwise change management. If any person or group acquires beneficial ownership of more than 4.9% of any class of units then outstanding, that person or group loses voting rights on all of its units in excess of 4.9% of all such units. Our general partner, its affiliates and persons who acquired common units with the prior approval of our board of directors will not be subject to this 4.9% limitation except with respect to voting their common units in the election of the elected directors.

Our partnership agreement also provides that if our general partner is removed under circumstances where cause does not exist and units held by our general partner and its affiliates are not voted in favor of that removal:

• the subordination period will end and all outstanding subordinated units will immediately convert into common units on a one-for-one basis;

• any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and

• our general partner’s non-economic general partner interest and the incentive distribution rights (initially owned by Höegh LNG) will be converted into cash or common units.

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Limited Call Right

If at any time our general partner and its affiliates hold more than 80% of the then-issued and outstanding partnership interests of any class, our general partner will have the right, which it may assign in whole or in part to any of its affiliates or to us, to acquire all, but not less than all, of the remaining partnership interests of the class held by unaffiliated persons as of a record date to be selected by the general partner, on at least 10 but not more than 60 days’ written notice at a price equal to the greater of (x) the average of the daily closing prices of the Partnership interests of such class over the 20 trading days preceding the date three days before the notice of exercise of the call right is first mailed and (y) the highest price paid by our general partner or any of its affiliates for partnership interests of such class during the 90-day period preceding the date such notice is first mailed. Our general partner is not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon the exercise of this limited call right and has no fiduciary duty in determining whether to exercise this limited call right.

As a result of the general partner’s right to purchase outstanding partnership interests, a holder of partnership interests may have the holder’s partnership interests purchased at an undesirable time or price. The tax consequences to a unitholder of the exercise of this call right are the same as a sale by that unitholder of common units in the market. Please read “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Sale, Exchange or Other Disposition of Common Units” and “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of Non-U.S. Holders—Disposition of Units.”

At the completion of this offering and assuming no exercise of the underwriters’ option to purchase additional common units, Höegh LNG, the sole member of our general partner, will own approximately     % of our common units. At the end of the subordination period, assuming no additional issuances of common units, no exercise of the underwriters’ option to purchase additional common units and conversion of all of our subordinated units into common units, Höegh LNG will own approximately     % of our common units.

Board of Directors

Under our partnership agreement, our general partner has irrevocably delegated to our board of directors the authority to oversee and direct our operations, policies and management on an exclusive basis, and such delegation will be binding on any successor general partner of the Partnership. Immediately following this offering our board of directors will be comprised of four persons appointed by Höegh LNG in its sole discretion. Following our first annual meeting of unitholders, our board of directors will consist of seven members, three of whom will be appointed by our general partner in its sole discretion and four of whom will be elected by our common unitholders.

Our board of directors nominates individuals to stand for election as elected board members on a staggered basis at an annual meeting of our limited partners. In addition, any limited partner or group of limited partners that holds beneficially 10% or more of the outstanding common units is entitled to nominate one or more individuals to stand for election as elected board members at the annual meeting by providing written notice to our board of directors not more than 120 days nor less than 90 days prior to the meeting. However, if the date of the annual meeting is not publicly announced by us at least 100 days prior to the date of the meeting, the notice must be delivered to our board of directors not later than 10 days following the public announcement of the meeting date. The notice must set forth:

• the name and address of the limited partner or limited partners making the nomination or nominations;

• the number of common units beneficially owned by the limited partner or limited partners;

• the information regarding the nominee(s) proposed by the limited partner or limited partners as required to be included in a proxy statement relating to the solicitation of proxies for the election of directors filed pursuant to the proxy rules of the SEC;

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• the written consent of the nominee(s) to serve as a member of our board of directors if so elected; and

• a certification that the nominee(s) qualify as elected board members.

Our general partner may remove an appointed board member with or without cause at any time. “Cause” generally means a court’s finding a person liable for actual fraud or willful misconduct in his or its capacity as a director. Any and all of the board members may be removed at any time for cause by the affirmative vote of a majority of the other board members. Any and all of the board members appointed by our general partner may be removed for cause at a properly called meeting of the limited partners by a majority vote of the outstanding units, voting as a single class. If any appointed board member is removed, resigns or is otherwise unable to serve as a board member, our general partner may fill the vacancy. Any and all of the board members elected by the common unitholders may be removed for cause at a properly called meeting of the limited partners by a majority vote of the outstanding common units. If any elected board member is removed, resigns or is otherwise unable to serve as a board member, the vacancy may be filled by a majority of the other elected board members then serving.

Meetings; Voting

Except as described below regarding a person or group owning more than 4.9% of any class of units then outstanding, unitholders who are record holders of units on the record date will be entitled to notice of, and to vote at, meetings of our limited partners and to act upon matters for which approvals may be solicited.

We will hold a meeting of the limited partners every year to elect one or more members of our board of directors and to vote on any other matters that are properly brought before the meeting. Any action that is required or permitted to be taken by the unitholders may be taken either at a meeting of the unitholders or without a meeting if consents in writing describing the action so taken are signed by holders of the number of units necessary to authorize or take that action at a meeting. Meetings of the unitholders may be called by our board of directors or by unitholders owning at least 20% of the outstanding units of the class for which a meeting is proposed. Unitholders may vote either in person or by proxy at meetings. The holders of 33 ¹/₃% of the outstanding units of the class or classes for which a meeting has been called, represented in person or by proxy, will constitute a quorum unless any action by the unitholders requires approval by holders of a greater percentage of the units, in which case the quorum will be the greater percentage.

Each record holder of a unit may vote according to the holder’s percentage interest in us, although additional limited partner interests having special voting rights could be issued. Please read “—Issuance of Additional Interests.” However, to preserve our ability to claim an exemption from U.S. federal income tax under Section 883 of the Code, if at any time any person or group acquires, in the aggregate, beneficial ownership of more than 4.9% of all units then outstanding, that person or group will lose voting rights on all of its units in excess of 4.9% of all such units and those units in excess of 4.9% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of unitholders, calculating required votes (except for purposes of nominating a person for election to our board of directors), determining the presence of a quorum or for other similar purposes. The voting rights of any such unitholders in excess of 4.9% will effectively be redistributed pro rata among the other common unitholders holding less than 4.9% of the voting power of all classes of units entitled to vote. Our general partner, its affiliates and persons who acquired common units with the prior approval of our board of directors will not be subject to this 4.9% limitation except with respect to voting their common units in the election of the elected directors. Units held in nominee or street name account will be voted by the broker or other nominee in accordance with the instruction of the beneficial owner unless the arrangement between the beneficial owner and his nominee provides otherwise. Except as our partnership agreement otherwise provides, subordinated units will vote together with common units as a single class.

Any notice, demand, request, report or proxy material required or permitted to be given or made to record holders of common units under our partnership agreement will be delivered to the record holder by us or by the transfer agent.

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Status as Limited Partner or Assignee

Except as described above under “—Limited Liability,” the common units will be fully paid, and unitholders will not be required to make additional contributions. By transfer of common units in accordance with our partnership agreement, each transferee of common units will be admitted as a limited partner with respect to the common units transferred when such transfer and admission is reflected in our books and records.

Indemnification

Under our partnership agreement, in most circumstances, we will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events:

(1) our general partner;

(2) any departing general partner;

(3) any person who is or was an affiliate of our general partner or any departing general partner;

(4) any person who is or was an officer, director, member, fiduciary or trustee of any entity described in clause (1), (2) or (3) above;

(5) any person who is or was serving as a director, officer, member, fiduciary or trustee of another person at the request of our board of directors, our general partner or any departing general partner;

(6) our officers;

(7) any person designated by our board of directors; and

(8) the members of our board of directors.

Any indemnification under these provisions will only be out of our assets. We may purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have the power to indemnify the person against liabilities under our partnership agreement.

Reimbursement of Expenses

Our partnership agreement requires us to reimburse the members of our board of directors for their out-of-pocket costs and expenses incurred in the course of their service to us. Our partnership agreement also requires us to reimburse our general partner for all expenses it incurs or payments it makes on our behalf and all other expenses allocable to us or otherwise incurred by our general partner in connection with operating our business. These expenses include salary, bonus, incentive compensation and other amounts paid to persons who perform services for us or on our behalf, and expenses allocated to us or our general partner by our board of directors.

Books and Reports

Our general partner is required to keep appropriate books and records of our business at our principal offices. The books will be maintained for both tax and financial reporting purposes on an accrual basis. For tax and financial reporting purposes, our fiscal year is the calendar year.

We will furnish or make available to record holders of common units, within 120 days after the close of each fiscal year, an annual report containing audited financial statements and a report on those financial statements by our independent registered public accounting firm. Except for our fourth quarter, we will also furnish or make available summary historical financial information within 90 days after the close of each quarter.

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Right to Inspect Our Books and Records

Our partnership agreement provides that a limited partner can, for a purpose reasonably related to his interest as a limited partner, upon reasonable written demand stating the purpose of such demand and at the limited partner’s own expense, have furnished to the limited partner:

(1) a current list of the name and last known address of each partner;

(2) information as to the amount of cash, and a description and statement of the agreed value of any other property or services, contributed or to be contributed by each partner and the date on which each became a partner;

(3) copies of our partnership agreement, the certificate of limited partnership of the Partnership and related amendments;

(4) information regarding the status of our business and financial position; and

(5) any other information regarding our affairs as is just and reasonable.

Our board of directors may, and intends to, keep confidential from the limited partners trade secrets or other information the disclosure of which our board of directors believes in good faith is not in our best interests or that we are required by law or by agreements with third parties to keep confidential.

Registration Rights

Under our partnership agreement, we have agreed to register for resale under the Securities Act and applicable state securities laws any common units, subordinated units or other partnership interests proposed to be sold by our general partner or any of its affiliates or their assignees if an exemption from the registration requirements is not otherwise available or advisable. These registration rights continue for two years following any withdrawal or removal of Höegh LNG GP LLC as our general partner. We are obligated to pay all expenses incidental to the registration, excluding underwriting discounts and commissions. In connection with these registration rights, we will not be required to pay any damages or penalties related to any delay or failure to file a registration statement or to cause a registration statement to become effective. Please read “Units Eligible for Future Sale.”

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UNITS ELIGIBLE FOR FUTURE SALE

After the sale of the common units offered by this prospectus, our general partner and its affiliates will hold an aggregate of              common units and              subordinated units. All of the subordinated units will convert into common units at the end of the subordination period. The sale of these common and subordinated units could have an adverse impact on the price of the common units or on any trading market that may develop.

The common units sold in this offering will generally be freely transferable without restriction or further registration under the Securities Act. None of the directors or officers of our general partner own any common units prior to this offering; however, they may purchase common units through the directed unit program or otherwise. Please read “Underwriting.” Assuming all of the units reserved for issuance under the directed unit program are sold to participants in the program,              common units will be held by persons who have contractually agreed not to sell such units for 180 days following the date of this prospectus. Any common units held by an “affiliate” of ours may not be resold publicly except in compliance with the registration requirements of the Securities Act or under an exemption from the registration requirements of the Securities Act pursuant to Rule 144 or otherwise. Rule 144 permits securities acquired by an affiliate of ours to be sold into the market in an amount that does not exceed, during any three-month period, the greater of:

• 1% of the total number of the class of securities outstanding; or

• the average weekly reported trading volume of the common units for the four calendar weeks prior to the sale.

Sales under Rule 144 are also subject to specific manner of sale provisions, holding period requirements, notice requirements and the availability of current public information about us. A person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned common units for at least six months (provided we are in compliance with the current public information requirement) or one year (regardless of whether we are in compliance with the current public information requirement), would be entitled to sell those common units under Rule 144 without regard to the public information requirements, volume limitations, manner of sale provisions and notice requirements of Rule 144.

Our partnership agreement provides that we may issue an unlimited number of limited partner interests of any type without a vote of the unitholders. Any issuance of additional common units or other equity securities would result in a corresponding decrease in the proportionate ownership interest in us represented by, and could adversely affect the cash distributions to and market price of, common units then outstanding. Please read “Our Partnership Agreement—Issuance of Additional Interests.”

Under our partnership agreement, our general partner and its affiliates have the right to cause us to register under the Securities Act and applicable state securities laws the offer and sale of any common units that they hold. Subject to the terms and conditions of our partnership agreement, these registration rights allow our general partner and its affiliates or their assignees holding any common units to require registration of any of these common units and to include any of these common units in a registration by us of other common units, including common units offered by us or by any unitholder. Our general partner and its affiliates will continue to have these registration rights for two years following its withdrawal or removal as our general partner. In connection with any registration of this kind, we will indemnify each unitholder participating in the registration and its officers, directors and controlling persons from and against any liabilities under the Securities Act or any applicable state securities laws arising from the registration statement or prospectus. We will bear all costs and expenses incidental to any registration, excluding any underwriting discounts and commissions. Except as described below, our general partner and its affiliates may sell their common units in private transactions at any time, subject to compliance with applicable laws.

We, our directors and executive officers, our subsidiaries and our general partner and its affiliates, including Höegh LNG, have agreed not to sell any common units for a period of 180 days from the date of this prospectus, subject to certain exceptions and extensions. Additionally, all participants in the directed unit program have agreed not to sell any common units for a period of 180 days from the date of this prospectus, subject to certain exceptions and extensions. Please read “Underwriting” for a description of these lock-up provisions.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of the material U.S. federal income tax considerations that may be relevant to prospective unitholders and, unless otherwise noted in the following discussion, is the opinion of Vinson & Elkins L.L.P., our U.S. counsel, insofar as it contains legal conclusions with respect to matters of U.S. federal income tax law. The opinion of our counsel is dependent on the accuracy of factual representations made by us to them, including descriptions of our operations contained herein. Statements contained herein that “we believe,” “we expect” or similar phrases are not legal conclusions or opinions of counsel.

This discussion is based upon provisions of the Code, Treasury Regulations and current administrative rulings and court decisions, all as in effect or existence on the date of this prospectus and all of which are subject to change, possibly with retroactive effect. Changes in these authorities may cause the tax consequences of unit ownership to vary substantially from the consequences described below.

The following discussion applies only to beneficial owners of common units that own the common units as “capital assets” within the meaning of Section 1221 of the Code (i.e., generally, for investment purposes) and is not intended to be applicable to all categories of investors, such as unitholders subject to special tax rules (e.g., financial institutions, insurance companies, broker dealers, tax-exempt organizations, retirement plans or individual retirement accounts or former citizens or long-term residents of the United States), persons who will hold the units as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes, or persons that have a functional currency other than the U.S. Dollar, each of whom may be subject to tax rules that differ significantly from those summarized below. If a partnership or other entity or arrangement classified as a partnership for U.S. federal income tax purposes holds our common units, the tax treatment of its partners generally will depend on the status of the partner and the activities of the limited partnership. If you are a partner in a partnership holding our common units, you should consult your own tax advisor regarding the tax consequences to you of the partnership’s ownership of our common units.

No ruling has been or will be requested from the IRS regarding any matter affecting us or prospective unitholders. The opinions and statements made herein may be challenged by the IRS and, if so challenged, may not be sustained upon review in a court. This discussion does not contain information regarding any U.S. state or local, estate, gift or alternative minimum tax considerations concerning the ownership or disposition of common units. This discussion does not comment on all aspects of U.S. federal income taxation that may be important to particular unitholders in light of their individual circumstances, and each prospective unitholder is urged to consult its own tax advisor regarding the U.S. federal, state, local and other tax consequences of the ownership or disposition of common units.

Election to be Treated as a Corporation

We have elected to be treated as a corporation for U.S. federal income tax purposes. Consequently, among other things, U.S. Holders (as defined below) will not directly be subject to U.S. federal income tax on our income, but rather will be subject to U.S. federal income tax on distributions received from us and dispositions of units as described below.

U.S. Federal Income Taxation of U.S. Holders

As used herein, the term “U.S. Holder” means a beneficial owner of our common units that owns (actually or constructively) less than 10.0% of the value or voting power of our equity and that is:

• an individual U.S. citizen or resident (as determined for U.S. federal income tax purposes),

• a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) organized under the laws of the United States or any of its political subdivisions,

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• an estate the income of which is subject to U.S. federal income taxation regardless of its source, or

• a trust if (i) a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes.

U.S. Federal Taxation of Distributions

Subject to the discussion below of the rules applicable to PFICs, any distributions to a U.S. Holder made by us with respect to our common units generally will constitute dividends, to the extent of our current and accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in its common units and thereafter as capital gain. U.S. Holders that are corporations generally will not be entitled to claim a dividends received deduction with respect to distributions they receive from us because we are not a U.S. corporation. Dividends received with respect to our common units generally will be treated as “passive category income” for purposes of computing allowable foreign tax credits for U.S. federal income tax purposes.

Dividends received with respect to our common units by a U.S. Holder that is an individual, trust or estate (a “U.S. Individual Holder”) generally will be treated as “qualified dividend income” that is taxable to such U.S. Individual Holder at preferential capital gain tax rates provided that: (i) our common units are readily tradable on an established securities market in the United States (such as the New York Stock Exchange on which we expect our common units to be approved for listing); (ii) we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (which we do not believe we are, have been or will be, as discussed below under “—PFIC Status and Significant Tax Consequences”); (iii) the U.S. Individual Holder has owned the common units for more than 60 days during the 121-day period beginning 60 days before the date on which the common units become ex-dividend (and has not entered into certain risk limiting transactions with respect to such common units); and (iv) the U.S. Individual Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property. In addition, the preferential tax rate on dividends does not apply to dividends received by a U.S. Individual Holder to the extent that the U.S. Individual Holder elects to treat such dividends as investment income that may be offset by investment expenses. There is no assurance that any dividends paid on our common units will be eligible for these preferential rates in the hands of a U.S. Individual Holder, and any dividends paid on our common units that are not eligible for these preferential rates will be taxed as ordinary income to a U.S. Individual Holder.

Special rules may apply to any amounts received in respect of our common units that are treated as “extraordinary dividends.” In general, an extraordinary dividend is a dividend with respect to a common unit that is equal to or in excess of 10.0% of a unitholder’s adjusted tax basis (or fair market value upon the unitholder’s election) in such common unit. In addition, extraordinary dividends include dividends received within a one year period that, in the aggregate, equal or exceed 20.0% of a unitholder’s adjusted tax basis (or fair market value). If we pay an “extraordinary dividend” on our common units that is treated as “qualified dividend income,” then any loss recognized by a U.S. Individual Holder from the sale or exchange of such common units will be treated as long-term capital loss to the extent of the amount of such dividend.

Ratio of Dividend Income to Distributions

The amount of distributions we pay on our common units that are treated as dividend income will depend on the amount of our current and accumulated earnings and profits. We will compute our earnings and profits for each taxable year in accordance with U.S. federal income tax principles. We estimate that approximately         % of the total cash distributions received by a purchaser of common units in this offering that holds such common units through December 31, 2016 will constitute dividend income. The remaining portion of these distributions, determined on a cumulative basis, will be treated first as a nontaxable return of capital to the extent of the

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purchaser’s tax basis in its common units and thereafter as capital gain. These estimates are based upon the assumption that we will pay the minimum quarterly distribution of $         per unit on our common units during the referenced period and on other assumptions with respect to our earnings, capital expenditures and cash flow for this period. These estimates and assumptions are subject to, among other things, numerous business, economic, regulatory, competitive and political uncertainties that are beyond our control. Further, these estimates are based on current U.S. federal income tax law and tax reporting positions that we will adopt and with which the IRS could disagree. Accordingly, we cannot assure you that these estimates will prove to be correct. The actual percentage of total cash distributions that will constitute dividend income could be higher or lower, and any differences could be material or could materially affect the value of the common units.

Sale, Exchange or Other Disposition of Common Units

Subject to the discussion of PFIC status below, a U.S. Holder generally will recognize capital gain or loss upon a sale, exchange or other disposition of our units in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s adjusted tax basis in such units. The U.S. Holder’s initial tax basis in its units generally will be the U.S. Holder’s purchase price for the units and that tax basis will be reduced (but not below zero) by the amount of any distributions on the units that are treated as non-taxable returns of capital (as discussed above under “—U.S. Federal Taxation of Distributions” and “—Ratio of Dividend Income to Distributions”). Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition. Certain U.S. Holders (including individuals) may be eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains. A U.S. Holder’s ability to deduct capital losses is subject to limitations. Such capital gain or loss generally will be treated as U.S. source income or loss, as applicable, for U.S. foreign tax credit purposes.

Medicare Tax on Net Investment Income

Certain U.S. Holders, including individuals, estates and trusts, will be subject to an additional 3.8% Medicare tax on, among other things, dividends and capital gains from the sale or other disposition of equity interests. For individuals, the additional Medicare tax applies to the lesser of (i) “net investment income” or (ii) the excess of “modified adjusted gross income” over $200,000 ($250,000 if married and filing jointly or $125,000 if married and filing separately). “Net investment income” generally equals the taxpayer’s gross investment income reduced by deductions that are allocable to such income. Unitholders should consult their tax advisors regarding the implications of the additional Medicare tax resulting from their ownership and disposition of our common units.

PFIC Status and Significant Tax Consequences

Adverse U.S. federal income tax rules apply to a U.S. Holder that owns an equity interest in a non-U.S. corporation that is classified as a PFIC for U.S. federal income tax purposes. In general, we will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which the holder held our units, either:

• at least 75.0% of our gross income (including the gross income of our vessel-owning subsidiaries) for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or

• at least 50.0% of the average of the values of the assets held by us (including the assets of our vessel-owning joint ventures and subsidiaries) at the end of each quarter during such taxable year produce, or are held for the production of, passive income.

Income earned, or treated as earned (for U.S. federal income tax purposes), by us in connection with the performance of services would not constitute passive income. By contrast, rental income generally would constitute “passive income” unless we were treated as deriving that rental income in the active conduct of a trade or business under the applicable rules.

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Based on our current and projected methods of operation, and an opinion of counsel, we do not believe that we will be a PFIC for our initial taxable year, and we expect that we will not be a PFIC for any future taxable year. We have received an opinion of our U.S. counsel, Vinson & Elkins L.L.P., in support of this position that concludes that the income our subsidiaries earn from our present time-chartering activities should not constitute passive income for purposes of determining whether we are a PFIC. In addition, we have represented to our U.S. counsel that we expect that more than 25.0% of our gross income for our current taxable year and each future year will arise from such time-chartering activities, and more than 50.0% of the average value of our assets for each such year will be held for the production of such nonpassive income. Assuming the composition of our income and assets is consistent with those expectations, and assuming the accuracy of other representations we have made to our U.S. counsel for purposes of their opinion, our U.S. counsel is of the opinion that we should not be a PFIC for our current taxable year or any future year. This opinion is based, and its accuracy is conditioned on, representations, valuations and projections provided by us regarding our assets, income and charters to our U.S. counsel. While we believe these representations, valuations and projections to be accurate, the shipping market is volatile, and no assurance can be given that they will continue to be accurate at any time in the future.

Our counsel has indicated to us that the conclusions described above are not free from doubt. While there is legal authority supporting our counsel’s conclusions, including IRS pronouncements concerning the characterization of income derived from time charters as services income, the Fifth Circuit held in Tidewater Inc. v. United States, 565 F.3d 299 (5th Cir. 2009) that income derived from certain marine time charter agreements should be treated as rental income rather than services income for purposes of a “foreign sales corporation” provision of the Code. In that case, the Fifth Circuit did not address the definition of passive income or the PFIC rules; however, the reasoning of the case could have implications as to how the income from a time charter would be classified under such rules. If the reasoning of this case were extended to the PFIC context, the gross income we derive or are deemed to derive from our time chartering activities may be treated as rental income, and we would likely be treated as a PFIC. The IRS has announced its nonacquiescence with the court’s holding in the Tidewater case and, at the same time, announced the position of the IRS that the marine time charter agreements at issue in that case should be treated as service contracts.

Distinguishing between arrangements treated as generating rental income and those treated as generating services income involves weighing and balancing competing factual considerations, and there is no legal authority under the PFIC rules addressing our specific method of operation. Conclusions in this area therefore remain matters of interpretation. We are not seeking a ruling from the IRS on the treatment of income generated from our time chartering operations, and the opinion of our counsel is not binding on the IRS or any court. Thus, while we have received an opinion of counsel in support of our position, it is possible that the IRS or a court could disagree with this position and the opinion of our counsel. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future and that we will not become a PFIC in any future taxable year.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different taxation rules depending on whether the U.S. Holder makes an election to treat us as a “Qualified Electing Fund,” which we refer to as a “QEF election.” As an alternative to making a QEF election, a U.S. Holder should be able to make a “mark-to-market” election with respect to our common units, as discussed below. If we are a PFIC, a U.S. Holder will be subject to the PFIC rules described herein with respect to any of our subsidiaries that are PFICs. However, the mark-to-market election discussed below will likely not be available with respect to shares of such PFIC subsidiaries. In addition, if a U.S. Holder owns our common units during any taxable year that we are a PFIC, such holder must file an annual report with the IRS.

Taxation of U.S. Holders Making a Timely QEF Election

If a U.S. Holder makes a timely QEF election (an “Electing Holder”), then, for U.S. federal income tax purposes, that holder must report as income for its taxable year its pro rata share of our ordinary earnings and net

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capital gain, if any, for our taxable years that end with or within the taxable year for which that holder is reporting, regardless of whether or not the Electing Holder received distributions from us in that year. The Electing Holder’s adjusted tax basis in the common units will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that were previously taxed will result in a corresponding reduction in the Electing Holder’s adjusted tax basis in common units and will not be taxed again once distributed. An Electing Holder generally will recognize capital gain or loss on the sale, exchange or other disposition of our common units. A U.S. Holder makes a QEF election with respect to any year that we are a PFIC by filing IRS Form 8621 with its U.S. federal income tax return. If contrary to our expectations, we determine that we are treated as a PFIC for any taxable year, we will provide each U.S. Holder with the information necessary to make the QEF election described above.

Taxation of U.S. Holders Making a “Mark-to-Market” Election

If we were to be treated as a PFIC for any taxable year and, as we anticipate, our units were treated as “marketable stock,” then, as an alternative to making a QEF election, a U.S. Holder would be allowed to make a “mark-to-market” election with respect to our common units, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the U.S. Holder’s common units at the end of the taxable year over the holder’s adjusted tax basis in the common units. The U.S. Holder also would be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder’s adjusted tax basis in the common units over the fair market value thereof at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder’s tax basis in its common units would be adjusted to reflect any such income or loss recognized. Gain recognized on the sale, exchange or other disposition of our common units would be treated as ordinary income, and any loss recognized on the sale, exchange or other disposition of the common units would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included in income by the U.S. Holder. Because the mark-to-market election only applies to marketable stock, however, it would not apply to a U.S. Holder’s indirect interest in any of our subsidiaries that were determined to be PFICs.

Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election

If we were to be treated as a PFIC for any taxable year, a U.S. Holder that does not make either a QEF election or a “mark-to-market” election for that year (a “Non-Electing Holder”) would be subject to special rules resulting in increased tax liability with respect to (i) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on our common units in a taxable year in excess of 125.0% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for the common units) and (ii) any gain realized on the sale, exchange or other disposition of the units. These special rules would apply for all periods in which the Non-Electing Holder holds its common units, even if we ceased to be a PFIC. Under these special rules:

• the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common units;

• the amount allocated to the current taxable year and any taxable year prior to the taxable year we were first treated as a PFIC with respect to the Non-Electing Holder would be taxed as ordinary income in the current year; and

• the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax on ordinary income in effect for the applicable class of taxpayers for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

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U.S. Federal Income Taxation of Non-U.S. Holders

A beneficial owner of our common units (other than a partnership or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder is referred to as a Non-U.S. Holder. If you are a partner in a partnership (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holding our common units, you should consult your own tax advisor regarding the tax consequences to you of the partnership’s ownership of our common units.

Distributions

Distributions we pay to a Non-U.S. Holder will not be subject to U.S. federal income tax or withholding tax if the Non-U.S. Holder is not engaged in a U.S. trade or business. If the Non-U.S. Holder is engaged in a U.S. trade or business, our distributions will be subject to U.S. federal income tax in the same manner as a U.S. Holder to the extent they constitute income effectively connected with the Non-U.S. Holder’s U.S. trade or business. Effectively connected dividends received by a corporate Non-U.S. Holder may also be subject to an additional U.S. branch profits tax at a 30% rate (or, if applicable, a lower treaty rate). However, distributions paid to a Non-U.S. Holder that is engaged in a U.S. trade or business may be exempt from taxation under an applicable income tax treaty if the income arising from the distribution is not attributable to a U.S. permanent establishment maintained by the Non-U.S. Holder.

Disposition of Units

In general, a Non-U.S. Holder is not subject to U.S. federal income tax or withholding tax on any gain resulting from the disposition of our common units provided the Non-U.S. Holder is not engaged in a U.S. trade or business. A Non-U.S. Holder that is engaged in a U.S. trade or business will be subject to U.S. federal income tax in the same manner as a U.S. Holder in the event the gain from the disposition of units is effectively connected with the conduct of such U.S. trade or business (provided, in the case of a Non-U.S. Holder entitled to the benefits of an income tax treaty with the United States, such gain also is attributable to a U.S. permanent establishment). Effectively connected dividends received by a corporate Non-U.S. Holder may also be subject to an additional U.S. branch profits tax at a 30% rate (or, if applicable, a lower treaty rate). However, even if not engaged in a U.S. trade or business, individual Non-U.S. Holders may be subject to tax on gain resulting from the disposition of our common units if they are present in the United States for 183 days or more during the taxable year in which those units are disposed and meet certain other requirements.

Backup Withholding and Information Reporting

In general, payments to a non-corporate U.S. Holder of distributions or the proceeds of a disposition of common units will be subject to information reporting. These payments to a non-corporate U.S. Holder also may be subject to backup withholding if the non-corporate U.S. Holder:

• fails to provide an accurate taxpayer identification number;

• is notified by the IRS that it has failed to report all interest or corporate distributions required to be reported on its U.S. federal income tax returns; or

• in certain circumstances, fails to comply with applicable certification requirements.

Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on IRS Form W-8BEN, W-8ECI or W-8IMY, as applicable.

Backup withholding is not an additional tax. Rather, a unitholder generally may obtain a credit for any amount withheld against its liability for U.S. federal income tax (and obtain a refund of any amounts withheld in excess of such liability) by timely filing a U.S. federal income tax return with the IRS.

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U.S. Holders purchasing more than $100,000 of our common units in this offering generally will be required to file IRS Form 926 reporting that payment to us. For purposes of determining the total dollar value of common units purchased by a U.S. Holder in this offering, units purchased by certain related parties (including family members) are included. Substantial penalties may be imposed upon a U.S. Holder that fails to comply with this reporting obligation. Each U.S. Holder should consult its own tax advisor as to the possible obligation to file IRS Form 926.

In addition, individual citizens or residents of the United States holding certain “foreign financial assets” (which generally includes stock and other securities issued by a foreign person unless held in an account maintained by a financial institution) that exceed certain thresholds (the lowest being holding foreign financial assets with an aggregate value in excess of (i) $50,000 on the last day of the taxable year or (ii) $75,000 at any time during the taxable year) are required to report information relating to such assets. Significant penalties may apply for failure to satisfy these reporting obligations. U.S. Holders should consult their tax advisors regarding their obligations, if any, under this legislation as a result of their purchase, ownership or disposition of our units.

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NON-UNITED STATES TAX CONSEQUENCES

The following is a discussion of the material non-U.S. tax considerations that may be relevant to prospective unitholders, and, unless otherwise noted in the following discussion, the discussion with respect to each jurisdiction is the opinion of our counsel with respect to taxation matters for such jurisdiction insofar as it contains legal conclusions with respect to matters of tax law. The opinions of our counsel are dependent on the accuracy of factual representations made by us to them, including descriptions of our operations contained herein. Statements contained herein that “we believe,” “we expect” or similar phrases are not legal conclusions or opinions of counsel. Unless the context otherwise requires, references in this section to “we,” “our” or “us” are references to Höegh LNG Partners LP.

Marshall Islands Tax Consequences

The following discussion, insofar as it contains legal conclusions based on the application of the laws of the Republic of the Marshall Islands to our particular factual circumstances, is the opinion of Watson, Farley & Williams LLP, our counsel as to matters of the laws of the Republic of the Marshall Islands, and the current laws of the Republic of the Marshall Islands applicable to persons who do not reside in, maintain offices in or engage in business in the Republic of the Marshall Islands.

Because we and our subsidiaries do not and do not expect to conduct business or operations in the Republic of the Marshall Islands, and because all documentation related to this offering will be executed outside of the Republic of the Marshall Islands, under current Marshall Islands law you will not be subject to Marshall Islands taxation or withholding on distributions, including upon distribution treated as a return of capital, we make to you as a unitholder. In addition, you will not be subject to Marshall Islands stamp, capital gains or other taxes on the purchase, ownership or disposition of common units, and you will not be required by the Republic of the Marshall Islands to file a tax return relating to your ownership of common units.

Norway Tax Consequences

The following is a discussion of the material Norwegian tax consequences that may be relevant to prospective unitholders who are persons not resident in Norway for taxation purposes, which we refer to as “Non-Norwegian Holders” and is the opinion of Advokatfirmaet Thommessen AS, our counsel as to taxation matters under the laws of the Kingdom of Norway, insofar as it contains legal conclusions based on the application of the taxation laws of the Kingdom of Norway to our particular factual circumstances. Prospective unitholders who are resident in Norway for taxation purposes are urged to consult their own tax advisors regarding the potential Norwegian tax consequences to them of an investment in our common units. For this purpose, a company incorporated outside of Norway will be treated as resident in Norway in the event its central management and control is carried out in Norway.

Under the Tax Act on Income and Wealth, Non-Norwegian Holders will not be subject to any taxes in Norway on income or profits in respect of the acquisition, holding, disposition or redemption of the common units, provided that we are not treated as carrying on business in Norway, and the Non-Norwegian Holder is not engaged in a Norwegian trade or business to which the common units are effectively connected, or if the Non-Norwegian Holder is resident in a country that has an income tax treaty with Norway, such holder does not have a permanent establishment in Norway to which the common units are effectively connected.

We believe that we will be able to conduct our affairs so that Non-Norwegian Holders should not be subject to Norwegian tax on the acquisition, holding, disposition or redemption of the common units. However, this determination is dependent upon the facts existing at such time, including (but not limited to) the place where our board of directors meets and the place where our management makes decisions or takes certain actions affecting our business. Our Norwegian tax counsel has advised us regarding certain measures we can take to limit the risk that our business may be treated as managed from or carried on in Norway and has concluded that, provided we adopt these measures and otherwise conduct our affairs in a manner consistent with our Norwegian tax counsel’s advice, which we intend to do, our business should not be treated as managed from or carried on in Norway for taxation purposes, and consequently, Non-Norwegian Holders should not be subject to tax in Norway solely by

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reason of the acquisition, holding, disposition or redemption of their common units. Nonetheless, there is no legal authority addressing our specific circumstances, and conclusions in this area remain matters of interpretation. Thus, it is possible that the Norwegian taxation authority could challenge, or a court could disagree with, our position.

While we do not expect it to be the case, if the arrangements we propose to enter into result in our being considered to carry on business in Norway for the purposes of the Tax Act on Income and Wealth, unitholders would be considered to be carrying on business in Norway and would be required to file tax returns with the Norwegian Tax Administration and, subject to any relief provided in any relevant double taxation treaty (including, in the case of holders resident in the United States, the U.S.-Norway Tax Treaty), would be subject to taxation in Norway on any income considered to be attributable to the business carried on in Norway.

United Kingdom Tax Consequences

The following is a discussion of the material United Kingdom tax consequences that may be relevant to prospective unitholders who are persons not resident or not domiciled in the United Kingdom for taxation purposes and who do not acquire their units as part of a trade, profession or vocation carried on in the United Kingdom, which we refer to as “Non-UK Holders,” and, insofar as it contains legal conclusions based on the application of the taxation laws of the United Kingdom to our particular factual circumstances, is the opinion of Vinson & Elkins L.L.P., our counsel as to taxation matters under the laws of the United Kingdom.

Prospective unitholders who are resident or domiciled in the United Kingdom for taxation purposes, or who hold their units through a trade, profession or vocation in the United Kingdom are urged to consult their own tax advisors regarding the potential United Kingdom tax consequences to them of an investment in our common units and are responsible for filing their own UK tax returns and paying any applicable UK taxes (which may be due on amounts received by us but not distributed). The discussion that follows is based upon current United Kingdom tax law and what is understood to be the current practice of HM Revenue and Customs as at the date of this document, both of which are subject to change, possibly with retrospective effect.

Taxation of income and disposals.    We expect to conduct our affairs so that Non-UK Holders should not be subject to United Kingdom income tax, capital gains tax or corporation tax on income or gains arising from the Partnership. Distributions may be made to Non-UK Holders without withholding or deduction for or on account of United Kingdom income tax.

Stamp taxes.    No liability to United Kingdom stamp duty or stamp duty reserve tax should arise in connection with the issue of units to unitholders or the transfer of units in the Partnership.

Singapore Tax Consequences

The following is a discussion of the material Singapore tax consequences that may be relevant to prospective unitholders, and, insofar as it contains legal conclusions based on the application of the taxation laws of the Republic of Singapore to our particular factual circumstances, is the opinion of Advokatfirmaet PricewaterhouseCoopers AS, our counsel as to taxation matters under the laws of the Republic of Singapore. This discussion is based upon existing legislation and current Inland Revenue Authority of Singapore practice as of the date of this prospectus. Changes in the existing legislation and current practice may cause the tax consequences to vary substantially from the consequences described below. The following discussion does not purport to be a comprehensive description of all of the Singapore tax considerations applicable to us.

Prospective unitholders who are persons not resident in Singapore for taxation purposes and who do not acquire their units as part of a trade, profession or vocation carried on in Singapore should not be subject to Singapore income tax, or corporate tax on income or gains arising from the Partnership.

Prospective unitholders who are resident in Singapore for taxation purposes, or who hold their units through a trade, profession or vocation in Singapore are urged to consult their own tax advisors regarding the potential

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Singapore tax consequences to them of an investment in our common units and are responsible for filing their own Singapore tax returns and paying any applicable Singapore taxes (which may be due on amounts received by us but not distributed).

No liability to Singapore stamp duty should arise in connection with the issue of units to unitholders or the transfer of units in the Partnership.

EACH PROSPECTIVE UNITHOLDER IS URGED TO CONSULT ITS OWN TAX COUNSEL OR OTHER ADVISOR WITH REGARD TO THE LEGAL AND TAX CONSEQUENCES OF UNIT OWNERSHIP UNDER ITS PARTICULAR CIRCUMSTANCES.

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UNDERWRITING

Citigroup Global Markets Inc. and              are acting as joint book-running managers of this offering and as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the number of common units set forth opposite the underwriter’s name.

Underwriter	Number of Common Units
Citigroup Global Markets Inc.
Total

The business address of Citigroup Global Markets Inc. is 388 Greenwich Street, New York, NY 10013. The business address of                     is                     .

The underwriting agreement provides that the obligations of the underwriters to purchase the common units included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the common units (other than those covered by the underwriters’ option to purchase additional common units described below) if they purchase any of the common units.

Common units sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any common units sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $         per common unit. If all the common units are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms. The representatives have advised us that the underwriters do not intend to make sales to discretionary accounts to exceed five percent of the total number of our common units offered by them.

If the underwriters sell more common units than the total number set forth in the table above, we have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional common units at the public offering price less the underwriting discount. To the extent the option is exercised, each underwriter must purchase a number of additional common units approximately proportionate to that underwriter’s initial purchase commitment. Any common units issued or sold under the option will be issued and sold on the same terms and conditions as the other common units that are the subject of this offering.

We, our officers and directors, our general partner and Höegh LNG have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of Citigroup Global Markets Inc., dispose of or hedge any common units or any securities convertible into or exchangeable for our common units. Citigroup Global Markets Inc., in its sole discretion, may release any of the securities subject to these lock-up agreements at any time that, in the case of officers and directors, shall be with notice.

At our request, the underwriters have reserved up to         % of the common units for sale at the initial public offering price to persons who are directors, officers or employees, or who are otherwise associated with us through a directed unit program. The number of units available for sale to the general public will be reduced by the number of directed units purchased by participants in the program. Except for certain of our officers, directors and employees who have entered into lock-up agreements as contemplated in the immediately preceding paragraph, each person buying common units through the directed unit program has agreed that, for a period of          days from the date of this prospectus, he or she will not, without the prior written consent of Citigroup Global Markets Inc., dispose of or hedge any common units or any securities convertible into or exchangeable for our common units with respect to common units purchased in the program. For certain officers, directors and employees purchasing common units through the directed unit program, the lock-up agreements

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contemplated in the immediately preceding paragraph shall govern with respect to their purchases. Citigroup Global Markets Inc., in its sole discretion, may release any of the securities subject to these lock-up agreements at any time, which, in the case of officers and directors, shall be with notice. Any directed units not purchased will be offered by the underwriters to the general public on the same basis as all other common units offered. We have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with the sales of the directed units.

Prior to this offering, there has been no public market for our common units. Consequently, the initial public offering price for the common units will be determined by negotiations among us and the representatives. Among the factors to be considered in determining the initial public offering price will be our results of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the common units will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our common units will develop and continue after this offering.

We have applied to list our common units on the New York Stock Exchange, under the symbol “HMLP.”

The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional common units.

	Paid by Höegh LNG Partners LP
	No Exercise	Full Exercise
Per common unit	$	$
Total	$	$

We will pay an aggregate structuring fee equal to     % of the gross proceeds of common units in this offering to Citigroup Global Markets Inc. This structuring fee will compensate Citigroup Global Markets Inc. for providing advice regarding our capital structure, the terms of the offering, the terms of our partnership agreement and the terms of certain other agreements between us and our affiliates.

We estimate that the expenses of this offering, not including the underwriting discount and structuring fee, will be approximately $         million, all of which will be paid by us.

In connection with the offering, the underwriters may purchase and sell common units in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the underwriters’ option to purchase additional common units, and stabilizing purchases.

• Short sales involve secondary market sales by the underwriters of a greater number of common units than they are required to purchase in the offering.

• “Covered” short sales are sales of common units in an amount up to the number of common units represented by the underwriters’ option to purchase additional common units.

• “Naked” short sales are sales of common units in an amount in excess of the number of common units represented by the underwriters’ option to purchase additional common units.

• Covering transactions involve purchases of common units either pursuant to the underwriters’ option to purchase additional common units or in the open market in order to cover short positions.

• To close a naked short position, the underwriters must purchase common units in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be

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downward pressure on the price of the common units in the open market after pricing that could adversely affect investors who purchase in the offering.

• To close a covered short position, the underwriters must purchase common units in the open market or must exercise the option to purchase additional common units. In determining the source of common units to close the covered short position, the underwriters will consider, among other things, the price of common units available for purchase in the open market as compared to the price at which they may purchase common units through the underwriters’ option to purchase additional common units.

• Stabilizing transactions involve bids to purchase common units so long as the stabilizing bids do not exceed a specified maximum.

Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the common units. They may also cause the price of the common units to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the , in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

The underwriters are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have in the past performed commercial banking, investment banking and advisory services for us, from time to time, for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swap contracts) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

We, and certain of our affiliates, including Höegh LNG, have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

Because the Financial Industry Regulatory Authority views our common units as interests in a direct participation program, this offering is being made in compliance with Rule 2310 of the FINRA rules. Investor suitability with respect to the common units will be judged similarly to the suitability with respect to other securities that are listed for trading on a national securities exchange.

Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), other than Germany, with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of securities described in this prospectus may not be made to the public in that relevant member state other than:

• to any legal entity that is a qualified investor as defined in the Prospectus Directive;

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• to fewer than 100 or, if the relevant member state has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or

• in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided, that no such offer of securities shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For purposes of this provision, the expression an “offer of securities to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state), and includes any relevant implementing measure in the relevant member state. The expression 2010 PD Amending Directive means Directive 2010/73/EU.

We have not authorized and do not authorize the making of any offer of securities through any financial intermediary on its behalf, other than offers made by the underwriters with a view to the final placement of the securities as contemplated in this prospectus. Accordingly, no purchaser of the securities, other than the underwriters, is authorized to make any further offer of the securities on behalf of us or the underwriters.

Notice to Prospective Investors in the United Kingdom

While we do not expect that we will constitute a “collective investment scheme” as defined by section 235 of the Financial Services and Markets Act 2000, as amended (“FSMA”), if we were to constitute such a collective investment scheme, we would not be a “recognized collective investment scheme” for the purposes of FSMA (a “CIS”) and would not have been authorized or otherwise approved. In such circumstances, as an unregulated scheme, we could not be marketed in the United Kingdom to the general public, except in accordance with FSMA. This prospectus is only being distributed in the United Kingdom to, and is only directed at:

• if we are a CIS and are marketed by a person who is an authorized person under FSMA, (a) investment professionals falling within Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, as amended (the “CIS Promotion Order”) or (b) high net worth companies and other persons falling within Article 22(2)(a) to (d) of the CIS Promotion Order; or

• otherwise, if marketed by a person who is not an authorized person under FSMA, (a) persons who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”) or (b) Article 49(2)(a) to (d) of the Financial Promotion Order; and

• in both of the preceding bullet points to any other person to whom it may otherwise lawfully be made (all such persons together being referred to as “relevant persons”). Our common units are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such common units will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this prospectus or any of its contents.

An invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) in connection with the issue or sale of common units which are the subject of the offering contemplated by this prospectus will only be communicated or caused to be communicated in circumstances in which Section 21(1) of FSMA does not apply to us.

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Notice to Prospective Investors in Germany

This document has not been prepared in accordance with the requirements for a securities or sales prospectus under the German Securities Prospectus Act (Wertpapierprospektgesetz), the German Sales Prospectus Act (Verkaufsprospektgesetz) or the German Investment Act (Investmentgesetz). Neither the German Federal Financial Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht—BaFin) nor any other German authority has been notified of the intention to distribute our common units in Germany. Consequently, our common units may not be distributed in Germany by way of public offering, public advertisement or in any similar manner, and this document and any other document relating to this offering, as well as information or statements contained therein, may not be supplied to the public in Germany or used in connection with any offer for subscription of the common units to the public in Germany or any other means of public marketing. Our common units are being offered and sold in Germany only to qualified investors that are referred to in Section 3, paragraph 2 no. 1 in connection with Section 2 no. 6 of the German Securities Prospectus Act, Section 8f paragraph 2 no. 4 of the German Sales Prospectus Act and Section 2 paragraph 11 sentence 2 no.1 of the German Investment Act. This document is strictly for use of the person who has received it. It may not be forwarded to other persons or published in Germany.

This offering does not constitute an offer to sell or the solicitation or an offer to buy the common units in any circumstances in which such offer or solicitation is unlawful.

Notice to Prospective Investors in the Netherlands

Our common units may not be offered or sold, directly or indirectly, in the Netherlands, other than to qualified investors (gekwalificeerde beleggers) within the meaning of Article 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

Notice to Prospective Investors in Switzerland

This prospectus is being communicated in Switzerland to a small number of selected investors only. Each copy of this document is addressed to a specifically named recipient and may not be copied, reproduced, distributed or passed on to third parties. Our common units are not being offered to the public in Switzerland, and neither this prospectus, nor any other offering materials relating to our common units, may be distributed in connection with any such public offering.

We have not been registered with the Swiss Financial Market Supervisory Authority FINMA as a foreign collective investment scheme pursuant to Article 120 of the Collective Investment Schemes Act of June 23, 2006 (the “CISA”). Accordingly, our common units may not be offered to the public in or from Switzerland, and neither this prospectus, nor any other offering materials relating to our common units, may be made available through a public offering in or from Switzerland. Our common units may only be offered, and this prospectus may only be distributed, in or from Switzerland by way of private placement exclusively to qualified investors (as this term is defined in the CISA and its implementing ordinance).

Notice to Prospective Investors in Hong Kong

The common units have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the common units has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the

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securities laws of Hong Kong) other than with respect to common units which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the common units may only be made to persons (the “Exempt Investors”), who are:

• “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act; and

• “wholesale clients” (within the meaning of section 761G of the Corporations Act),

so that it is lawful to offer the common units without disclosure to investors under Chapters 6D and 7 of the Corporations Act.

The common units applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapters 6D and 7 of the Corporations Act would not be required pursuant to an exemption under both section 708 and Subdivision B of Division 2 of Part 7.9 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapters 6D and 7 of the Corporations Act. Any person acquiring common units must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

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LEGAL MATTERS

Certain legal matters with respect to this offering, including tax matters with respect to U.S. law, will be passed upon for us by Vinson & Elkins L.L.P., Washington, D.C. The validity of the common units and certain other legal matters with respect to the laws of the Republic of the Marshall Islands will be passed upon for us by our counsel as to Marshall Islands law, Watson, Farley & Williams LLP, New York, New York. Certain matters with respect to this offering will be passed upon for the underwriters by Baker Botts L.L.P., Houston, Texas. Baker Botts L.L.P. represents Höegh LNG from time to time in connection with various matters.

EXPERTS

The historical combined carve-out financial statements of Höegh LNG Partners LP Predecessor and the combined financial statements of SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd. as of December 31, 2013 and 2012, and for each of the two years in the period ended December 31, 2013, appearing in this prospectus have been audited by Ernst & Young AS, independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in auditing and accounting.

INDUSTRY AND MARKET DATA

Fearnley Consultants has provided us certain statistical and graphical information contained in this prospectus. Fearnley Consultants has advised that the statistical and graphical information contained herein is drawn from its database and other sources. We do not have any knowledge that the information provided by Fearnley Consultants is inaccurate in any material respect. In connection therewith, Fearnley Consultants has advised that: (i) certain of the information provided is based on estimates or subjective judgments, (ii) the information in the databases of other shipping data collection agencies may differ from the information in Fearnley Consultants’ database and (iii) while Fearnley Consultants has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data collection is subject to limited audit and validation procedures.

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EXPENSES RELATED TO THIS OFFERING

The following table sets forth the main costs and expenses, other than the underwriting discounts and commissions and structuring fees, in connection with this offering, which we will be required to pay.

SEC registration fee	$
Financial Industry Regulatory Authority filing fee
Stock exchange listing fee
Legal fees and expenses
Accounting fees and expenses
Printing and engraving costs
Transfer agent fees and other
Miscellaneous
Total	$

All amounts are estimated, except the SEC registration fee, the Financial Industry Regulatory Authority filing fee and the listing fee.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form F-1 regarding the common units. This prospectus does not contain all of the information found in the registration statement. For further information regarding us and the common units offered in this prospectus, you may wish to review the full registration statement, including its exhibits. The registration statement, including the exhibits, may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of this material can also be obtained upon written request from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or from the SEC’s website on the Internet at http://www.sec.gov free of charge. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our registration statement can also be inspected and copied at the offices of the            .

Upon completion of this offering, we will be subject to the information requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), and, in accordance therewith, we will be required to file with the SEC annual reports on Form 20-F within four months of our fiscal year-end, and provide to the SEC other material information on Form 6-K. These reports and other information may be inspected and copied at the public reference facilities maintained by the SEC or obtained from the SEC’s website as provided above. We expect to make our periodic reports and other information filed with or furnished to the SEC available, free of charge, through our website, which will be operational after this offering, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, certain rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal unitholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act, including the filing of quarterly reports or current reports on Form 8-K. However, we intend to furnish or make available to our unitholders annual reports containing our audited consolidated financial statements prepared in accordance with U.S. GAAP and make available to our unitholders quarterly reports containing our unaudited interim financial information for the first three fiscal quarters of each fiscal year. Our annual report will contain a detailed statement of any transactions with our general partner or its affiliates, and of fees, commissions, compensation and other benefits paid or accrued to our general partner or its affiliates for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed.

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INDEX TO FINANCIAL STATEMENTS

Höegh LNG Partners LP
Introduction to Unaudited Pro Forma Combined Balance Sheet	P-1
Unaudited Pro Forma Combined Balance Sheet as of March 31, 2014	P-2
Notes to Unaudited Pro Forma Combined Balance Sheet	P-3
Höegh LNG Partners LP Predecessor
Audited Combined Carve-out Financial Statements
Report of Independent Registered Public Accounting Firm	F-1
Combined Carve-Out Statements of Income for the Years Ended December 31, 2013 and 2012	F-2
Combined Carve-Out Statements of Comprehensive Income for the Years Ended December 31, 2013 and 2012	F-3
Combined Carve-Out Balance Sheets as of December 31, 2013 and 2012	F-4
Combined Carve-Out Statements of Changes in Owner’s Equity for the Years Ended December 31, 2013 and 2012	F-5
Combined Carve-Out Statements of Cash Flows for the Years Ended December 31, 2013 and 2012	F-6
Notes to the Combined Carve-Out Financial Statements	F-7
Unaudited Condensed Interim Combined Carve-out Financial Statements
Unaudited Condensed Interim Combined Carve-Out Statements of Income for the Three Months Ended March 31, 2014 and 2013	F-31
Unaudited Condensed Interim Combined Carve-Out Statements of Comprehensive Income for the Three Months Ended March 31, 2014 and 2013	F-32
Unaudited Condensed Interim Combined Carve-Out Balance Sheets as of March 31, 2014 and December 31, 2013	F-33
Unaudited Condensed Interim Combined Carve-Out Statements of Changes in Owner’s Equity for the Three Months Ended March 31, 2014	F-34
Unaudited Condensed Interim Combined Carve-Out Statements of Cash Flows for the Three Months Ended March 31, 2014 and 2013	F-35
Notes to the Unaudited Condensed Interim Combined Carve-Out Financial Statements	F-36
SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd.
Report of Independent Registered Public Accounting Firm	F-53
Combined Statements of Income for the Years Ended December 31, 2013 and 2012	F-54
Combined Statements of Comprehensive Income for the Years Ended December 31, 2013 and 2012	F-55
Combined Balance Sheets as of December 31, 2013 and 2012	F-56
Combined Statements of Changes in Equity for the Years Ended December 31, 2013 and 2012	F-57
Combined Statements of Cash Flows for the Years Ended December 31, 2013 and 2012	F-58
Notes to the Combined Financial Statements	F-59
Höegh LNG Partners LP
Report of Independent Registered Public Accounting Firm	F-73
Balance Sheet as of April 28, 2014 (Date of Inception)	F-74
Notes to the Balance Sheet	F-75

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UNAUDITED PRO FORMA COMBINED BALANCE SHEET

Höegh LNG Partners LP (the “Partnership”) was formed on April 28, 2014 as a limited partnership under the laws of the Republic of the Marshall Islands (the “Marshall Islands”) in connection with the Partnership’s proposed initial public offering of its common units (the “IPO”). The Partnership’s unaudited pro forma combined balance sheet as of March 31, 2014 has been prepared based on the combined carve-out balance sheet of the predecessor to Höegh LNG Partners LP (the “Predecessor”) as of March 31, 2014, which has been carved out of the consolidated financial statements of Höegh LNG Holdings Ltd. (“Höegh LNG”). The Predecessor had interests in certain floating storage and regasification units (“FSRUs”) and a newbuilding FSRU and mooring. The Partnership’s unaudited pro forma combined balance sheet assumes that the IPO and related transactions occurred on March 31, 2014.

The unaudited pro forma combined balance sheet as of March 31, 2014 assumes the following transactions occurred on such date:

• the acquisition by the Partnership of Hoegh LNG Lampung Pte Ltd. and the 50% interest in each of SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd. (the “Joint Ventures”), currently owned by Höegh LNG;

• the acquisition by the Partnership of (i) $             million in aggregate principal amount of shareholder loans made by Hoegh LNG to the Joint Ventures and (ii) the receivable for the $40 million promissory note due to Hoegh LNG related to Höegh Lampung;

• the issuance by the Partnership to Höegh LNG of              common units and              subordinated units, representing an aggregate     % limited partner interest in the Partnership, and all of the Partnership’s incentive distribution rights;

• the issuance by the Partnership to Höegh LNG GP LLC of a non-economic general partner interest in the Partnership;

• the issuance and sale by the Partnership to the public of              common units, representing a     % limited partner interest in the Partnership;

• the payment of approximately $         million in offering fees and expenses from the IPO proceeds;

• the making of a loan of up to $140 million to Höegh LNG with the net proceeds of the IPO, in exchange for a note bearing interest at a rate of 5.88% per annum;

• the distribution of $             million to Hoegh LNG from the IPO proceeds; and

• the entry into a new $85 million sponsor credit facility with Höegh LNG.

The historical combined carve-out balance sheet has been adjusted to give effect to pro forma items that are: (1) directly attributable to the IPO and the related transactions, (2) expected to have a continuing impact on the Partnership and (3) factually supportable. The unaudited pro forma combined balance sheet and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and should be read together with the Predecessor’s historical combined carve-out financial statements and related notes included elsewhere in this prospectus.

P-1

HÖEGH LNG PARTNERS LP

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

(in thousands of U.S. Dollars)

	As of March 31, 2014
	Höegh LNG Partners LP Predecessor		Adjustments	Höegh LNG Partners LP Pro Forma
ASSETS
Current assets
Cash and cash equivalents	$	4,957	$	$
Unbilled construction contract income		83,601
Advances to joint ventures		6,983
Deferred debt issuance cost		4,003
Current deferred tax asset		635
Prepaid expenses and other receivables		750
Total current assets		100,929
Total long-term assets
Restricted cash		—
Newbuildings		126,165
Other equipment, net		78
Advances to joint ventures		15,961
Deferred debt issuance cost		14,630
Deferred charges		3,861
Long-term deferred tax asset		231
Long-term assets		160,926
Total assets	$	261,855	$	$
LIABILITIES AND EQUITY
Current liabilities
Current portion of long-term debt	$	41,631	$	$
Trade payables		19
Amounts due to owners and affiliates		7,446
Loans and promissory notes due to owners and affiliates		45,132
Value added and withholding tax liability		2,028
Derivative financial instruments		2,865
Accrued liabilities and other payables		11,565
Total current liabilities		110,686
Long-term liabilities
Accumulated losses of joint ventures		55,971
Long-term debt		54,369
Derivative financial instruments		601
Prepaid and deferred revenue		895
Total long-term liabilities		111,836
Total liabilities		222,522
EQUITY
Owner’s equity		39,333
Total equity		39,333
Total liabilities and equity	$	261,855	$	$

See accompanying notes to the unaudited pro forma combined balance sheet.

P-2

1. Basis of Presentation

The unaudited pro forma combined balance sheet as of March 31, 2014 assumes the following transactions occurred on such date:

• the acquisition by the Partnership of Hoegh LNG Lampung Pte Ltd. and the 50% interest in each of SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd., currently owned by Höegh LNG;

• the acquisition by the Partnership of (i) $         million in aggregate principal amount of shareholder loans made by Hoegh LNG to the Joint Ventures and (ii) the receivable for the $40 million promissory note due to Hoegh LNG related to Höegh Lampung;

• the issuance by the Partnership to Höegh LNG of              common units and              subordinated units, representing an aggregate     % limited partner interest in the Partnership, and all of the Partnership’s incentive distribution rights;

• the issuance by the Partnership to Höegh LNG GP LLC of a non-economic general partner interest in the Partnership;

• the issuance and sale by the Partnership to the public of              common units, representing a     % limited partner interest in the Partnership;

• the payment of approximately $         million in offering fees and expenses from the IPO proceeds;

• the making of a loan of up to $140 million to Höegh LNG with the net proceeds of the IPO, in exchange for a note bearing interest at a rate of 5.88% per annum;

• the distribution of $         million to Hoegh LNG from the IPO proceeds; and

• the entry into a new $85 million revolving credit facility with Höegh LNG.

The effect on the unaudited pro forma combined balance sheet of certain of the transactions described above is more fully described in note 3. The unaudited pro forma combined balance sheet includes the net assets of the Predecessor.

No working capital adjustments have been reflected in this pro forma combined balance sheet.

The unaudited pro forma combined financial information was derived by adjusting the historical unaudited combined carve-out financial statements of the Predecessor. The adjustments reflected in the unaudited pro forma combined balance sheet are based on currently available information and certain estimates and assumptions; therefore, actual results may differ from the pro forma adjustments. However, management believes that the assumptions used provide a reasonable basis for presenting the significant effects of the IPO and the related transactions, and that the pro forma adjustments in the unaudited pro forma combined balance sheet give appropriate effect to the assumptions.

The unaudited pro forma combined balance sheet does not purport to represent the Partnership’s financial position had the IPO and related transactions actually been completed on the date indicated. In addition, it does not project the Partnership’s financial position for any future date or period. The unaudited pro forma combined balance sheet and accompanying notes have been prepared in accordance with U.S. GAAP, and should be read together with the Predecessor’s historical combined carve-out financial statements and related notes included elsewhere in this prospectus.

In the opinion of management, this unaudited pro forma combined balance sheet contains all the adjustments necessary for a fair presentation.

P-3

2. Summary of Significant Accounting Policies

The accounting policies followed in preparing the unaudited pro forma combined balance sheet are those used by the Predecessor as set forth in the Predecessor’s historical combined carve-out financial statements contained elsewhere in this prospectus.

3. Pro Forma Adjustments and Assumptions

(a) Formation and Initial Public Offering of Höegh LNG Partners LP

• the acquisition by the Partnership of Hoegh LNG Lampung Pte Ltd. and the 50% interest in each of SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd., currently owned by Höegh LNG;

• the acquisition by the Partnership of (i) $         million in aggregate principal amount of shareholder loans made by Hoegh LNG to the Joint Ventures and (ii) the receivable for the $40 million promissory note due to Hoegh LNG related to Höegh Lampung;

• the issuance by the Partnership to Höegh LNG of              common units and              subordinated units, representing an aggregate     % limited partner interest in the Partnership, and all of the Partnership’s incentive distribution rights;

• the issuance by the Partnership to Höegh LNG GP LLC of a non-economic general partner interest in the Partnership;

• the issuance and sale by the Partnership to the public of              common units, representing a     % limited partner interest in the Partnership;

• the payment of approximately $         million in offering fees and expenses from the IPO proceeds;

• the distribution of $         million to Hoegh LNG from the IPO proceeds; and

• the making of a loan of up to $140 million to Höegh LNG with the net proceeds of the IPO, in exchange for a note bearing interest at a rate of 5.88% per annum.

(b) Financing

• the entry into a new $85 million revolving credit facility with Höegh LNG.

4. Commitments and Contingencies

Commitments and contingencies are set out in the Predecessor’s historical combined carve-out financial statements contained elsewhere in this prospectus.

P-4

Report of Independent Registered Public Accounting Firm

The Board of Directors of Höegh LNG Holdings Ltd

We have audited the accompanying combined carve-out balance sheets of Höegh LNG Partners LP Predecessor as of December 31, 2013 and 2012, as described in Note 1, and the related combined carve-out statements of income, comprehensive income, changes in owner’s equity, and cash flows for each of the two years in the period ended December 31, 2013. These combined carve-out financial statements are the responsibility of the Höegh LNG Holdings Ltd.’s management. Our responsibility is to express an opinion on these combined carve-out financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined carve-out financial position of Höegh LNG Partners LP Predecessor at December 31, 2013 and 2012, and the combined carve-out results of its operations and its cash flows for each of the two years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young AS

Oslo, Norway

April 1, 2014

F-1

HÖEGH LNG PARTNERS LP PREDECESSOR

COMBINED CARVE-OUT STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(in thousands of U.S. dollars)

	Notes	2013			2012
REVENUES
Construction contract revenues	4	$	50,362		$	5,512
Other revenue			511			—
Total revenues	3,5		50,873			5,512
OPERATING EXPENSES
Construction contract expenses	4,15		(43,272	)		(5,512	)
Administrative expenses	15		(8,043	)		(3,185	)
Depreciation and amortization			(8	)		—
Total operating expenses			(51,323	)		(8,697	)
Equity in earnings of joint ventures	3,14		40,228			5,007
Operating income	3		39,778			1,822
FINANCIAL INCOME (EXPENSES), NET
Interest income	15		2,122			2,481
Interest expense	15		(352	)		(114	)
Other items, net			(1,021	)		(1	)
Total financial income, net	6		749			2,366
Income before tax			40,527			4,188
Income tax expense	7		—			—
Net income	3	$	40,527		$	4,188

The accompanying notes are an integral part of the combined carve-out financial statements.

F-2

HÖEGH LNG PARTNERS LP PREDECESSOR

COMBINED CARVE-OUT STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(in thousands of U.S. dollars)

	2013		2012
Net income	$	40,527	$	4,188
Other comprehensive income		—		—
Comprehensive income	$	40,527	$	4,188

The accompanying notes are an integral part of the combined carve-out financial statements.

F-3

HÖEGH LNG PARTNERS LP PREDECESSOR

COMBINED CARVE-OUT BALANCE SHEETS

AS OF DECEMBER 31, 2013 AND 2012

(in thousands of U.S. dollars)

	Notes	2013			2012
ASSETS
Current assets
Cash and cash equivalents	16	$	108		$	100
Unbilled construction contract income	8		54,473			—
Advances to joint ventures	11,16		7,112			6,675
Deferred debt issuance cost	9		2,725			379
Prepaid expenses and other receivables			705			—
Total current assets			65,123			7,154
Long-term assets
Restricted cash	16,18		10,700			10,700
Newbuildings	3,10,15		122,517			86,067
Other equipment	10		85			—
Advances to joint ventures	11,16		17,398			21,996
Unbilled construction contract income	8		—			4,111
Deferred debt issuance cost	9		6,931			1,106
Deferred charges			3,912			3,991
Long-term deferred tax asset	7		64			—
Total long-term assets			161,607			127,971
Total assets	3	$	226,730		$	135,125
LIABILITIES AND EQUITY
Current liabilities
Trade payables		$	—		$	212
Amounts due to owners and affiliates	12,16		15,207			—
Loans and promissory notes due to owners and affiliates	12,16		193,430			91,585
Value added and withholding tax liability			2,987			—
Current deferred tax liability	7		64			—
Accrued liabilities and other payables	13		7,843			1,095
Total current liabilities			219,531			92,892
Long-term liabilities
Accumulated losses of joint ventures	3, 14		54,300			94,528
Prepaid and deferred revenue			934			934
Total long-term liabilities			55,234			95,462
Total liabilities			274,765			188,354
EQUITY
Owner’s equity			(48,035	)		(53,229	)
Total equity			(48,035	)		(53,229	)
Total liabilities and equity		$	226,730		$	135,125

The accompanying notes are an integral part of the combined carve-out financial statements.

F-4

HÖEGH LNG PARTNERS LP PREDECESSOR

COMBINED CARVE-OUT STATEMENTS OF CHANGES IN OWNER’S EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(in thousands of U.S. dollars)

	Owner’s Equity			Accumulated Other Comprehensive Income		Total Owner’s Equity
Balance as of December 31, 2011	$	(65,196	)		—	$	(65,196	)
Net income		4,188			—		4,188
Other comprehensive income		—			—		—
Contributions from owner, net		7,779			—		7,779
Balance as of December 31, 2012		(53,229	)		—		(53,229	)
Net income		40,527			—		40,527
Other comprehensive income		—			—		—
Distributions to owner, net		(35,333	)		—		(35,333	)
Balance as of December 31, 2013	$	(48,035	)		—	$	(48,035	)

The accompanying notes are an integral part of the combined carve-out financial statements.

F-5

HÖEGH LNG PARTNERS LP PREDECESSOR

COMBINED CARVE-OUT STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(in thousands of U.S. dollars)

	2013			2012
OPERATING ACTIVITIES
Net income	$	40,527		$	4,188
Adjustments to reconcile net income to net cash provided by operating activities:
Cash received and recorded as deferred revenue		—			934
Depreciation and amortization		8			—
Equity in earnings of joint ventures		(40,228	)		(5,007	)
Accrued interest income on advances to joint ventures		(1,381	)		(1,619	)
Amortization of deferred debt issuance cost		379			379
Accrued interest expense on loans to owners		352			114
Other adjustments		(38	)		(2,187	)
Working capital:
Trade receivables		(58	)		—
Unbilled construction contract income		(50,362	)		(4,111	)
Prepaid expenses and other receivables		(530	)		—
Trade payables		(212	)		143
Value added and withholding tax liability		2,987			—
Accrued liabilities and other payables		6,473			(469	)
Net cash used by operating activities		(42,083	)		(7,635	)
INVESTING ACTIVITIES
Expenditure for newbuildings and other equipment		(36,268	)		(57,768	)
Receipts from repayment of principal of advances to joint ventures		5,542			6,009
Increase in restricted cash		—			(9,950	)
Net cash used in investing activities		(30,726	)		(61,709	)
FINANCING ACTIVITIES
Proceeds from amounts due to owners and affiliates		15,207			—
Proceeds from loans and promissory notes due to owners and affiliates		101,493			61,664
Payment of debt issuance cost		(8,550	)		—
Contributions from (distributions to) owner		(35,333	)		7,780
Net cash provided by financing activities		72,817			69,444
Increase in cash and cash equivalents		8			100
Cash and cash equivalents, beginning of year		100			—
Cash and cash equivalents, end of year	$	108		$	100

The accompanying notes are an integral part of the combined carve-out financial statements.

F-6

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

1. Description of business

Höegh LNG Partners LP (the “Partnership”) will be formed under the laws of the Marshall Islands as an indirect 100% owned subsidiary of Höegh LNG Holdings Ltd. (“Höegh LNG”) for the purpose of acquiring Höegh LNG’s interests in Hoegh LNG Lampung Pte. Ltd., PT Hoegh LNG Lampung (the owner of the newbuilding, the PGN FSRU Lampung, and the Tower Yoke Mooring System), SRV Joint Gas Ltd. (the owner of the GDF Suez Neptune), and SRV Joint Gas Two Ltd. (the owner of the GDF Suez Cape Ann) in connection with the Partnership’s initial public offering of its common units (the “IPO”). The transfer of the interests will be recorded at Höegh LNG’s consolidated book values. Hoegh LNG Lampung Pte. Ltd. and PT Hoegh LNG Lampung (the “subsidiaries”) and interests in SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd. (the “joint ventures”) as reflected in the table below are, collectively, referred to as “Höegh LNG Partners” or the “Company” and are presented in these combined carve-out financial statements as the predecessor. The PGN FSRU Lampung, the GDF Suez Neptune and the GDF Suez Cape Ann are floating storage regasification units (“FSRUs”) and, collectively, referred to in these combined carve-out financial statements as the vessels or the “FSRUs.” The Tower Yoke Mooring System (the “Mooring”) is an offshore installation that will be used to moor the PGN FSRU Lampung to offload the gas into an offshore pipe that will transport the gas to a land terminal. PT Hoegh LNG Lampung and the two joint ventures, SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd., are collectively referred to as the “FSRU-owning entities.”

The GDF Suez Neptune and the GDF Suez Cape Ann operate under long-term time charters with expiration dates in 2029 and 2030, respectively, and, in each case, with an option to extend for up to two additional periods of five years each. The newbuilding, the PGN FSRU Lampung, will operate under a long term time charter when the FSRU is delivered with an expiration date in 2034 (with an option to extend for up to two additional periods of five years each) and will use the Mooring that is being constructed and installed for the charterer and is being sold to PT PGN LNG, a subsidiary of PT Perusahaan Gas Negara (Persero) Tbk (“PGN”).

Höegh LNG Fleet Management AS, a subsidiary of Höegh LNG, provided commercial and technical operations of the GDF Suez Neptune and the GDF Suez Cape Ann and building supervision of the PGN FSRU Lampung for the years ended December 31, 2013 and 2012.

The following table lists the entities included in these combined carve-out financial statements and their purpose as of December 31, 2013.

Name(1)	Jurisdiction of Incorporation	Purpose
Hoegh LNG Lampung Pte. Ltd. (100% ownership)	Singapore	Owns 49% of PT Hoegh LNG Lampung
PT Hoegh LNG Lampung (49% ownership)(2)	Indonesia	Owns PGN FSRU Lampung
SRV Joint Gas Ltd. (50% ownership)(3)	Cayman Islands	Owns GDF Suez Neptune
SRV Joint Gas Two Ltd. (50% ownership)(3)	Cayman Islands	Owns GDF Suez Cape Ann

(1) Ownership, as shown in the table above, of these companies will be transfered to the Company prior to the closing of the IPO.

(2) PT Hoegh LNG Lampung is a variable interest entity which is controlled by Hoegh LNG Lampung Pte. Ltd. and is, therefore, 100% consolidated in the combined carve-out financial statements.

(3) The remaining 50% interest in each joint venture is owned by Mitsui O.S.K. lines, Ltd. and Tokyo LNG Tanker Co.

F-7

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

2. Significant accounting policies

a. Basis of presentation

The combined carve-out financial statements are prepared in accordance with United States generally accepted accounting principles (“US GAAP”). All inter-company balances and transactions are eliminated.

The combined carve-out financial statements include the financial statements of Hoegh LNG Lampung Pte. Ltd. and PT Hoegh LNG Lampung since the dates of their inception. Hoegh LNG Lampung Pte. Ltd. and PT Hoegh LNG Lampung were incorporated on May 31, 2013 and December 10, 2012, respectively. For periods prior to the transfer of the PGN FSRU Lampung and the Mooring under construction to PT Hoegh LNG Lampung, the PGN FSRU Lampung, the Mooring and their related assets, liabilities, expenses and cash flows are included in the combined carve-out financial statements. In addition, the combined carve-out financial statements include the 50% joint venture interest in SRV Joint Gas Ltd. and 50% joint venture interest in SRV Joint Gas Two Ltd. using the equity method of accounting.

It has been determined that PT Hoegh LNG Lampung, SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd. are variable interest entities. A variable interest entity (“VIE”) is defined by US GAAP as a legal entity where either (a) the voting rights of some investors are not proportional to their rights to receive the expected residual returns of the entity, their obligations to absorb the expected losses of the entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights, or (b) the equity holders have not provided sufficient equity investment to permit the entity to finance its activities without additional subordinated financial support, or (c) equity interest holders as a group lack the characteristics of a controlling financial interest, including decision making ability and an interest in the entity’s residual risks and rewards. The guidance requires a VIE to be consolidated if any of its interest holders are entitled to a majority of the entity’s residual returns or are exposed to a majority of its expected losses.

Based upon the criteria set forth in US GAAP, the Company has determined that PT Hoegh LNG Lampung is a VIE, as the equity holders, through their equity investments, may not participate fully in the entity’s expected residual returns and substantially all of the entity’s activities either involve, or are conducted on behalf of, the Company. The Company is the primary beneficiary, as it has the power to make key operating decisions considered to be most significant to the VIE and receives all the expected benefits or expected losses. Therefore, 100% of the assets, liabilities, revenues and expenses of PT Hoegh LNG Lampung are included in the combined carve-out financial statements. Under Indonesian law, dividends may only be paid if the retained earnings are positive.

In addition, the Company has determined that the two joint ventures, SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd., are VIEs since each entity did not have a sufficient equity investment to permit the entity to finance its activities without additional subordinated financial support at the time of its initial investment. The entities have been financed with third party debt and subordinated shareholders loans. The Company is not the primary beneficiary, as the Company cannot make key operating decisions considered to be most significant to the VIEs, but has joint control with the other equity holders. Therefore, the joint ventures are accounted for under the equity method of accounting as the Company has significant influence. The Company’s carrying value is recorded in advances to joint ventures and accumulated losses of joint ventures in the combined carve-out balance sheets. For SRV Joint Gas Ltd., the Company had a receivable for the advances of $12.6 million and $14.7 million, respectively, and the Company’s accumulated losses or its share of net liabilities were $26.0 million and $45.7 million, respectively, as of December 31, 2013 and 2012. The Company’s carrying value for SRV Joint Gas Two Ltd., consists of a receivable for the advances of $11.9 million and $14.0 million, respectively, and the Company’s accumulated losses or its share of net liabilities of $28.3 million and

F-8

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

$48.8 million, respectively, as of December 31, 2013 and 2012. The major reason that the Company’s accumulated losses in the joint ventures are net liabilities is due to the fair value adjustments for the interest rate swaps recorded as liabilities on the combined balance sheets of SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd. The maximum exposure to loss is the carrying value of the receivables, which is subordinated to the joint ventures’ long-term banks debt, the investments in the joint ventures (accumulate losses), as the shares are pledged as security for the joint ventures’ long-term bank debt and the Company’s commitment under long-term bank loan agreements to fund its share of drydocking costs and remarketing efforts in the event of an early termination of the charters. Dividend distributions require a) agreement of the other joint venture owners; b) fulfilment of requirements of the long-term bank loans; c) and under Cayman Islands law may be paid out of profits or capital reserves subject to the joint venture being solvent after the distribution.

b. Carve-out principles

For the years ended December 31, 2013 and 2012, the combined carve-out financial statements presented herein have been carved out of the consolidated financial statements of Höegh LNG and adjusted to be in accordance with US GAAP.

These combined carve-out financial statements include the assets, liabilities, revenues, expenses and cash flows directly attributable to Hoegh LNG Lampung Pte. Ltd. and PT Hoegh LNG Lampung. In addition, the investment in 50% of the joint ventures, the related advances to joint ventures and interest income on the advances are included in the combined carve-out financial statements.

Prior to October 1, 2013, the investment in the PGN FSRU Lampung and the Mooring were not included in a single purpose entity or accounted for as a discrete unit, but held by a subsidiary of Höegh LNG. From October 1, 2013, the PGN FSRU Lampung, the Mooring and all associated contracts are included in PT Hoegh Lampung Pte. Ltd.

Höegh LNG’s accounting system tracks capital expenditures and expenses by project code, including the capitalized cost of newbuilding and projects under construction, administration costs for those working on such projects through Höegh LNG’s time-write system, commitment fees and deferred debt issuance cost for related financing and certain deferred charges related to contracts. Höegh LNG’s time-write system records project team and administration staff hours worked on specific vessels or by project code for purposes on recording associated staff costs and overhead. Accordingly, for periods prior to October 1, 2013, the capitalized cost of the newbuilding, construction contract revenues related to the Mooring, associated costs and related balances have been specifically identified based on project codes for purpose of preparing the combined carve-out financial statements.

Cash, working capital items, amounts due to owners and affiliates and equity balances are not tracked by project code. Cash and restricted cash were not allocated to the carve-out financial statements unless specific accounts were identified specifically related to the project. Working capital items and accruals were reviewed at the transaction level to identify those specifically related to the newbuilding, the Mooring or the associated contracts. The share of loans due to owners and affiliates related to the financing of the construction in progress and the related interest expense have been allocated to the combined carve-out financial statements.

In addition, there are administrative expenses of Höegh LNG that cannot be attributed to a specific vessel or project directly. The administrative expenses include undistributed corporate and segment management and administrative staffs salary expenses and benefits, and general and administrative expenses. These administrative expenses have been allocated to the combined carve-out financial statements based on the number of vessels, newbuildings and business development projects in Höegh LNG’s fleet, joint ventures and operations.

F-9

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

Related parties have provided the commercial and technical services for the FSRUs, including supervision of newbuilding, and employ the crews that work on the FSRUs. Accordingly, the Company is not liable for any pension or post retirement benefits, since it has had no direct employees for the years ended December 31, 2013 and 2012.

Income tax expense has been allocated to the Company on a separate returns basis.

Management has deemed the allocations reasonable to present the financial position, results of operations, and cash flows of the Company on a stand-alone basis. However, the financial position, results of operations and cash flows of the Company may differ from those that would have been achieved had the Company operated autonomously for all years presented as the Company would have had additional administrative expenses, including legal, accounting, treasury and regulatory compliance and other costs normally incurred by a listed public entity. Management has estimated these additional administrative expenses to be $3 million for each of the years ended December 31, 2013 and 2012. However, certain allocated expenses included the combined carve-out financial statements for the years ended December 31, 2013 and 2012 will not be included in the financial statements after the closing of the IPO. Accordingly, the combined carve-out financial statements do not purport to be indicative of the future financial position, results of operations or cash flows of the Partnership.

c. Significant accounting policies

Foreign currencies

The reporting currency in the combined carve-out financial statements is the U.S. dollar, which is the functional currency of the FSRU-owning entities. All revenues are received in U.S. dollars and a majority of the Company’s expenditures for investments and all of the long-term debt are denominated in U.S. dollars. Transactions denominated in other currencies during the year are converted into U.S. dollars using the exchange rates in effect at the time of the transactions. Monetary assets and liabilities that are denominated in currencies other than the U.S. dollar are translated in effect at the exchange rates at the balance sheet date. Resulting gains or losses are reflected in the accompanying combined carve-out statements of income.

Time charter revenues and related expenses

Time charter revenues:

Revenue arrangements may include the right to use FSRUs for a stated period of time that meet the criteria for lease accounting, in addition to providing a time charter service element. Time charter revenues consist of charter hire payments under time charters, fees for providing time charter services, fees for reimbursement for actual vessel operating expenses and drydocking costs borne by the charterer on a pass through basis, as well as fees for the reimbursement of certain vessel modifications or other costs borne by the charterer.

The lease element of time charters accounted for as operating leases and any upfront payments for amounts reimbursed by the charterer are recognized on a straight line basis over the term of the charter.

The lease element of time charters that are accounted for as direct financing leases is recognized over the lease term using the effective interest rate method and is included in time charter revenues. Direct financing leases are reflected on the balance sheets as net investments in direct financing leases. The time charter for the PGN FSRU Lampung will be accounted for as a financial lease.

Revenues for the lease element of time charters are not recognized for days that the FSRUs are off hire.

F-10

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

Fees for providing time charter services and reimbursements for actual vessel operating expenses are recognized as revenues as services are performed. Revenues for the time charter services element are not recognized for days that the FSRUs are offhire.

Upfront payments of fees for reimbursement of drydocking costs are recognized on a straight line basis over the period to the next drydocking.

Related expenses:

Voyage expenses include bunker fuel expenses, port fees, cargo loading and unloading expenses, canal tolls and agency fees. Voyage expenses are all expenses unique to a particular voyage and when a vessel is on hire under time charters are the responsibility of, and paid directly by the charterers and not included in the income statement. When the vessel is offhire, voyage expenses, principally fuel, may also be incurred and are paid by the FSRU-owning entity.

Vessel operating expenses, reflected in expenses in the income statement, include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses, and management fees. When the vessel is on hire, vessel operating expenses are invoiced as fees to the charterer. When the vessel is offhire, vessel operating expenses are not invoiced to the charterer.

Voyage expenses, if applicable, and vessel operating expenses are expensed when incurred.

Construction revenues and related expenses

For fixed price construction contracts, when the outcome can be estimated reliably, construction contract revenues are recognized based on the percentage of completion method using the ratio of costs incurred to estimated total costs multiplied by the total estimated contract revenue. Revenue from change orders, if any, is not recognized until agreed in writing by the owner. As the percentage of completion method relies on the substantial use of estimates, estimates may be revised throughout the life of a construction contract. The construction cost incurred and estimates to complete on construction contracts are reviewed, at a minimum, on a quarterly basis, as well as when information becomes available that would necessitate a review of the current estimate. Adjustments to estimates for a contract’s estimated costs at completion and estimated profit or loss often are required as experience is gained, and as more information is obtained, even though the scope of work required under the contract may not change. The impact of such changes to estimates is made on a cumulative basis in the period when such information has become known. Expected losses on contracts are fully recognized as soon as they are identified.

Construction contract expenses include direct costs on contracts, including project management, labor and materials, amounts payable to subcontractors and capitalized interest.

Insurance claims

Insurance claims for property damage are recorded, net of any deductible amounts, for recoveries up to the amount of loss recognized when the claims submitted to insurance carriers are probable of recovery. Claims for property damage in excess of the loss recognized and for loss off hire are considered gain contingencies, which are recognized when the proceeds are received.

Income taxes

Income taxes are based on a separate return basis. Income taxes are accounted for using the liability method.

F-11

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

Deferred tax assets and liabilities are recognized for the tax consequences of temporary differences between the tax and the book bases of assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Benefits of uncertain tax positions are recognized when it is more-likely-than-not that a tax position taken in a tax return will be sustained upon examination based on the technical merits of the position. If the more-likely-than-not recognition criterion is met, a tax position is measured based on the cumulative amount that is more-likely-than-not of being sustained upon examination by tax authorities to determine the amount of benefit to be recognized in the combined carve-out financial statements. Interest and penalties related to uncertain tax positions is recognized in income tax expense in the combined carve-out statement of income.

Cash and cash equivalents

Cash, banks deposits, time deposits and highly liquid investments with original maturities of three months or less are recognized as cash and cash equivalents.

Restricted cash

Restricted cash includes balances deposited with a bank as collateral for a letter of credit related to potential delayed liquidating damages to PGN. Restricted cash is classified as long-term when the settlement or collateral period is more than 12 months from the balance sheet date.

Trade receivables and allowance for doubtful accounts

Trade receivables are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in existing accounts receivable based on historical write-off experience and customer economic data. Account balances are charged off against the allowance when management believes that the receivable will not be recovered.

Unbilled construction contract income

Unbilled construction contract income includes accrued revenue on construction contracts.

Deferred debt issuance costs

Debt issuance costs, including arrangement fees and legal expenses, are deferred and presented as deferred debt issuance cost in the combined carve-out balance sheet and amortized on an effective interest rate method over the term of the relevant loan. Amortization of debt issuance costs is included as a component of interest expense. If a loan is repaid early, any unamortized portion of the deferred debt issuance costs is recognized as interest expense in the period in which the loan is repaid.

Deferred charges

Deferred charges consist primarily of contract origination costs related directly to the negotiation and consummation of the time charter and will be amortized over the term of the time charter.

F-12

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

Investments in (accumulated losses) and advances to joint ventures

Investments in joint ventures are accounted for using the equity method of accounting. Under the equity method of accounting, investments are stated at initial cost and are adjusted for the Company’s proportionate share of earnings or losses and dividend distributions. For the years ended December 31, 2013 and 2012, the Company had an accumulated share of losses and the balance is classified on the combined carve-out financial statements as a liability on the accumulated losses of joint ventures.

Advances to joint ventures represent loan receivables due from the joint venture and are recorded at cost.

Investments in joint ventures are evaluated for impairment when events or circumstances indicate that the carrying value of such investments may have experienced an other-than-temporary decline in value below its carrying value. If the estimated fair value is less than the carrying value, the carrying value is written down to its estimated fair value and the resulting impairment is recorded in the combined carve-out statement of income.

Loan receivables are impaired when, based on current information and events, it is probable that the full amount of the receivable will not be collected. The amount of the impairment is measured as the difference between the present value of expected future cash flows discounted at the loan’s effective interest rate and the carrying amount. The resulting impairment amount is recognized in earnings.

Vessels

All costs incurred during the construction of newbuildings, including interest and supervision and technical costs, are capitalized. Vessels are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over a vessel’s estimated useful life, less an estimated residual value. Depreciation is calculated using an estimated useful life of 35 years for the FSRUs.

Modifications to the vessels, including the addition of new equipment, which improves or increases the operational efficiency, functionality or safety of the vessels are capitalized. These expenditures are amortized over the estimated useful life of the modification.

Expenditures covering recurring routine repairs and maintenance are expensed as incurred.

Drydocking expenditures are capitalized when incurred and amortized over the period until the next anticipated drydocking. For vessels that are newly built, the “built-in overhaul” method of accounting is applied. Under the built-in overhaul method, costs of the newbuilding are segregated into costs that should be depreciated over the useful life of the vessel and costs that require drydocking at periodic intervals, generally five years. The drydocking component is amortized until the date of the first drydocking following the delivery, upon which the actual drydocking cost is capitalized and the process is repeated. Costs of drydocking incurred to meet regulatory requirements or improve the vessel’s operating efficiency, functionality or safety are capitalized. Costs incurred related to routine repairs and maintenance performed during dry docking is expensed.

Impairment of long-lived assets

Vessels are assessed for impairment when events or circumstances indicate the carrying amount of the asset may not be recoverable. When such events or changes in circumstances are present, the recoverability of vessels are assessed by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the vessel’s net carrying value exceeds the net undiscounted cash flows expected to be generated over its remaining useful life, the carrying amount of the asset is reduced to its estimated fair value. An impairment loss is recognized based on the excess of the carrying amount over the fair value of the vessel.

F-13

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

Derivative instruments

Derivatives may be utilized in the future to reduce market risks associated with operations. Interest rate swaps may be used for the management of interest rate risk exposure. The interest rate swaps have the effect of converting a portion of the outstanding debt from a floating to a fixed rate over the life of the transactions. As of December 31, 2013 and 2012, no derivative instruments were utilized.

All derivative instruments are initially recorded at fair value as either assets or liabilities in the combined carve-out sheet and are subsequently remeasured to fair value, regardless of the purpose or intent for holding the derivative. The method of recognizing the resulting gain or loss is dependent on whether the contract qualifies for hedge accounting.

For derivative financial instruments that are not designated or that do not qualify for hedge accounting, the changes in the fair value of the derivative financial instruments are recognized in earnings. In order to designate a derivative as a cash flow hedge, formal documentation of the relationship between the derivative and the hedged item is required. This documentation includes the strategy and risk management objective for undertaking the hedge and the method that will be used to assess the effectiveness of the hedge.

For derivative financial instruments qualifying as cash flow hedges, changes in the fair value of the effective portion of the derivative financial instruments are initially recorded as a component of accumulated other comprehensive income in total equity. Any hedge ineffectiveness is recognized immediately in earnings, as are any gains and losses on the derivative that are excluded from the assessment of hedge effectiveness. In the periods when the hedged items affect earnings, the associated fair value changes on the hedging derivatives are transferred from total equity to the corresponding earnings line item in the combined carve-out statement of income. If a cash flow hedge is terminated and the originally hedged item is still considered possible of occurring, the gains and losses initially recognized in total equity remain there until the hedged item impacts earnings, at which point they are transferred to the corresponding earnings line item (e.g. interest expense) in the combined carve-out statement of income. If the hedged items are no longer possible of occurring, amounts recognized in total equity are immediately transferred to the earnings item in the combined carve-out statement of income.

Prepaid and deferred revenue

Prepaid revenue includes prepayments of fees for charter hire, vessel operating expenses or other future services. Deferred revenues include payments from charterers for certain vessel modifications which is amortized over the charter.

Use of estimates

The preparation of financial statements in accordance with U.S. GAAP requires that management make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates subject to such estimates and assumptions include revenue recognition, the useful lives of vessels, drydocking and the percentage of completion related to the Mooring.

Recent accounting pronouncements

There are no recent accounting pronouncements, whose adoption would have a material impact on the combined financial statements in the current year or that are expected to have a material impact on the combined carve-out financial statements in future years.

F-14

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

3. Segment information

There are two operating segments. The segment profit measure is Segment EBITDA, which is defined as earnings before interest, taxes, depreciation, amortization and other financial items (gains and losses on derivative instruments and other items, net). Segment EBITDA is reconciled to operating income and net income in the segment presentation below. The two segments are “Majority held FSRUs” and “Joint venture FSRUs.” In addition, unallocated corporate costs that are considered to benefit the entire organization and interest income from advances to joint ventures are included in “Other.”

As of December 31, 2013 and 2012, Majority held FSRUs includes a newbuilding, the PGN FSRU Lampung, and construction contract revenues and expenses of the Mooring under construction. Upon completion, the PGN FSRU Lampung has a long-term time charter with PGN. The Mooring is being constructed on behalf of, and is being sold to, PGN using the percentage of completion method of accounting.

As of December 31, 2013 and 2012, Joint venture FSRUs include two 50% owned FSRUs, the GDF Suez Neptune and the GDF Suez Cape Ann, that operate under long term time charters with one charterer, GDF Suez Global LNG Supply SA.

The accounting policies applied to the segments are the same as those applied in the combined carve-out financial statements, except that Joint venture FSRUs are presented under the proportional consolidation method for the segment note and under equity accounting for the combined carve-out financial statements. Under the proportional consolidation method, 50% of the Joint venture FSRUs’ revenues, expenses and assets are reflected in the segment note. Management monitors the results of operations of joint ventures under the proportional consolidation method and not the equity method of accounting.

In time charters, the charterer, not the Company, controls the choice of locations or routes the FSRUs serve. Accordingly, the presentation of information by geographical region is not meaningful. The following tables include the results for the segments for the years ended December 31, 2013 and 2012.

F-15

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

	Year ended December 31, 2013
(in thousands of U.S. dollars)	Majority held FSRUs			Joint venture FSRUs (proportional consolidation)			Other			Total Segment reporting			Elimin- ations			Combined carve-out reporting
Time charter revenues	$	—			41,110			—			41,110			(41,110	)	$	—
Construction contract revenues		50,362			—			—			50,362			—			50,362
Other revenues		511			—			—			511			—			511
Total revenues		50,873			41,110			—			91,983						50,873
Operating expenses		(4,490	)		(8,763	)		(3,553	)		(16,806	)		8,763			(8,043	)
Construction contract expenses		(43,272	)		—			—			(43,272	)		—			(43,272	)
Equity in earnings of joint ventures		—			—			—			—			40,228			40,228
Segment EBITDA		3,111			32,347			(3,553	)		31,905
Depreciation and amortization		(8	)		(9,053	)		—			(9,061	)		9,053			(8	)
Operating income		3,103			23,294			(3,553	)		22,844						39,778
Gain on derivative instruments		—			35,038			—			35,038			(35,038	)		—
Other financial income (expense), net		(1,373	)		(18,104	)		2,122			(17,355	)		18,104			749
Net income (loss)	$	1,730			40,228			(1,431	)		40,527			—		$	40,527
Newbuildings	$	122,517			—			—			122,517			—		$	122,517
Vessels, net of accumulated depreciation		—			286,460			—			286,460			(286,460	)		—
Advances to joint ventures		—			—			24,510			24,510			—			24,510
Total assets		202,220			307,335			24,510			534,065			(307,335	)		226,730
Accumulated losses of joint ventures		—			—			50			50			(54,350	)		(54,300	)
Expenditures for newbuildings, vessels & equipment		36,450			522			—			36,972			(522	)		36,450
Expenditures for drydocking		—			—			—			—			—			—

F-16

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

	Year ended December 31, 2012
(in thousands of U.S. dollars)	Majority held FSRUs			Joint venture FSRUs (proportional consolidation)			Other			Total Segment reporting			Elimin- ations			Combined carve-out reporting
Time charter revenues	$	—			41,076			—			41,076			(41,076	)		—
Construction contract revenues		5,512			—			—			5,512			—			5,512
Other revenues		—			—			—			—			—			—
Total revenues		5,512			41,076			—			46,588						5,512
Operating expenses		(2,372	)		(8,652	)		(813	)		(11,837	)		8,652			(3,185	)
Construction contract expenses		(5,512	)		—			—			(5,512	)		—			(5,512	)
Equity in earnings of joint ventures		—			—			—			—			5,007			5,007
Segment EBITDA		(2,372	)		32,424			(813	)		29,239
Depreciation and amortization		—			(9,060	)		—			(9,060	)		9,060			—
Operating income		(2,372	)		23,364			(813	)		20,179						1,822
Gain on derivative instruments		—			693			—			693			(693	)		—
Other financial income (expense), net		(115	)		(19,050	)		2,481			(16,684	)		19,050		$	2,366
Net income (loss)	$	(2,487	)		5,007			1,668			4,188			—			4,188
Newbuildings	$	86,067			—			—			86,067			—		$	86,067
Vessels, net of accumulated depreciation		—			294,993			—			294,993			(294,993	)		—
Advances to joint ventures		—			—			28,671			28,671			—			28,671
Total assets		106,454			315,566			28,671			450,691			(315,566	)		135,125
Accumulated losses of joint ventures		—			—			50			50			(94,578	)		(94,528	)
Expenditures for newbuildings, vessels & equipment		58,138			1,435			—			59,573			(1,435	)		58,138
Expenditures for drydocking		—			722			—			722			(722	)		—

In the years ended December 31, 2013 and 2012, the percentage of combined carve-out total revenues from the following customers accounted for over 10% of the combined carve-out total revenues:

	Years ended December 31,
	2013			2012
PGN		100	%		100	%

4. Construction contract revenues

	Years ended December 31,
(in thousands of U.S. dollars)	2013			2012
Construction contract revenue	$	50,362		$	5,512
Construction contract expenses		(43,272	)		(5,512	)
Recognized contract margin	$	7,090		$	—

F-17

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

As of December 31, 2013 and 2012, the Mooring project is estimated to be 53% and 6% completed, respectively. In the initial stages of the contract, the Company’s policy is to record revenue in an amount equal to the cost incurred until sufficient information is available to estimate profit on the project with a reasonable level of certainty. As a result, no contract margin was recognized for the year ended December 31, 2012. Also see note 8.

5. Time charter revenues

As at December 31, 2013, the minimum contractual future revenues to be received under the time charters as of December 31, 2013, during the next five years and thereafter are as follows:

(in thousands of U.S. dollars)	Total
2014	$	23,320
2015		39,930
2016		39,930
2017		39,930
2018		39,930
Thereafter		615,560
Total	$	798,600

The long-term time charter for the PGN FSRU Lampung with PGN has an initial term of 20 years. The scheduled arrival date under the contract is June 1, 2014 and the contract expires in 2034. The lease element of the time charter will be accounted for as a financial lease. The minimum contractual future revenues include the fixed payments for the lease and services elements for the initial term but exclude the variable fees from the charterer for vessel operating and drydocking costs. The charterer has an option to purchase the PGN FSRU Lampung, which can be exercised after the third anniversary of the commencement of the charter until the twentieth anniversary, at stated prices in the time charter. The minimum contractual future revenues do not include the option price. The time charter also provides options for the charterer to extend the lease term for two five year periods. Unexercised option periods are excluded from the minimum contractual future revenues.

6. Financial income (expenses)

	Years ended
	December 31,
(in thousands of U.S. dollars)	2013			2012
Interest income	$	2,122		$	2,481
Interest expense:
Interest expense		(6,110	)		(3,769	)
Commitment fees		(2,162	)		(1,729	)
Amortization of deferred debt issuance cost		(379	)		(379	)
Capitalized interest		8,299			5,763
Total interest expense		(352	)		(114	)
Other items, net:
Foreign exchange gain (loss)		85			—
Withholding tax on interest payments and other		(1,106	)		(1	)
Total other items, net		(1,021	)		(1	)
Total financial income, net	$	749		$	2,366

F-18

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

Interest income for the years ended December 31, 2013 and 2012 consists of interest income on the advances to the joint ventures. Interest expense for the years ended December 31, 2013 and 2012 was on loans and promissory notes due to owners and affiliates. See note 14.

7. Income tax

The components of income tax expense are as follows:

	Years ended
	December 31,
(in thousands of U.S. dollars)	2013			2012
Total current tax (benefit) expense	$	—		$	—
Deferred tax (benefit) expense
Deferred tax benefit for change in temporary difference		13			—
Change in valuation allowance		(13	)		—
Total deferred tax (benefit) expense		—			—
Total income tax (benefit) expense	$	—		$	—

The reconciliation of the income before tax at the statutory rate in the Marshall Islands to the actual income tax expense for each year is as follows:

	Years ended
	December 31,
(in thousands of U.S. dollars)	2013			2012
Income before tax	$	40,527		$	4,188
At applicable statutory tax rate
Amount computed at corporate tax of 0%		—			—
Foreign tax rate differences		37
Permanent differences:
Tax deduction foreign exchange losses in local currency		(2,544	)		—
Equity in earnings of joint ventures		—			—
Non deductible withholding taxes		187			—
Other non deductible costs		44			—
Provision for uncertain tax positions		2,289			—
Adjustment for valuation allowance		(13	)		—
Tax expense (benefit) for year	$	—		$	—

F-19

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

Deferred income tax assets (liabilities) are summarized as follows:

	As of
	December 31,
(in thousands of U.S. dollars)	2013			2012
Current deferred tax assets:
Unbilled construction contract income and other	$	32		$	—
Current valuation allowance		(32	)		—
Long-term deferred tax assets:
Newbuildings		7,359			—
Prepaid and deferred revenue		233			—
Long term valuation allowance		(7,104	)		—
Current deferred tax liabilities:
Accrued liabilities and other receivables		(64	)		—
Long term deferred tax liabilities:
Deferred debt issuance cost		(276	)		—
Deferred charges		(148	)		—
Deferred tax assets (liabilities), net	$	—		$	—

The Company is not subject to Marshall Islands corporate income taxes. The Company is subject to tax for earnings of its subsidiary incorporated in Singapore and its FSRU-owing entity incorporated in Indonesia.

Benefits of uncertain tax positions are recognized when it is more-likely-than-not that a tax position taken in a tax return will be sustained upon examination based on the technical merits of the position. In 2013, a tax loss was incurred in Indonesia principally due to unrealized losses on foreign exchange that does not impact the income statement prepared in the functional currency of U.S. dollars. In 2014, the Indonesia authorities have approved the change of currency for tax reporting to U.S. dollars. Under existing tax law, it is not clear if the prior year tax loss carryforward from foreign exchange losses can be utilized when the tax reporting currency is subsequently changed. Due to uncertainty of this tax position, a provision was recognized and the resulting unrecognized tax benefit is $2,289.

A valuation allowance for deferred tax assets is recorded when it is more-likely-than-not that some or all of the benefit will not be realized. Given the lack of historical operations, management has concluded a valuation allowance should be established to reduce the deferred tax assets.

8. Unbilled construction contract income

The unbilled construction contract income of $54,473 and $4,111 for the years ended December 31, 2013 and 2012, respectively, relate to the construction of the Mooring for PGN. The unbilled construction contract income represents the excess of contract costs and profits recognized to date on the percentage of completion accounting method over the amount of contract billings to date. As part of its agreement with PGN, the Company is responsible for the construction and installation of the Mooring for PGN. As of December 31, 2013, all unbilled amounts were expected to be collected within one year. As of December 31, 2012, all unbilled amounts were expected to be collected after one year.

F-20

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

9. Deferred debt issuance cost

Debt issuance costs are deferred and amortized to interest expense over the term of the related debt. The deferred debt issuance costs are comprised of the following amounts:

	As of
	December 31,
(in thousands of U.S. dollars)	2013			2012
Total deferred debt issuance cost	$	10,447		$	1,897
Accumulated amortization		(791	)		(412	)
Total deferred debt issuance cost	$	9,656		$	1,485
Current deferred debt issuance cost		2,725			379
Long term deferred issuance cost		6,931			1,106
Total deferred debt issuance cost	$	9,656		$	1,485

Amortization expense of deferred debt issuance cost for the years ended December 31, 2013 and 2012 was $379 and $379, respectively.

10. Newbuildings and other equipment

	As of
	December 31,
(in thousands of U.S. dollars)	2013		2012
Newbuilding beginning of period	$	86,067	$	27,929
Additions		29,519		52,405
Capitalized interest		6,931		5,733
Newbuilding end of period	$	122,517	$	86,067

As of December 31, 2013, other equipment consists principally of office equipment and computers. Other equipment of $93 is recorded net of accumulated depreciation of $8 in the combined carve-out balance sheet. Depreciation expense was $8 for the year ended December 31, 2013. There were no corresponding balances as of or for the year ended December 31, 2012.

11. Advances to joint ventures

	As of
	December 31,
(in thousands of U.S. dollars)	2013		2012
Current portion of advances to joint ventures	$	7,112	$	6,675
Long term advances to joint ventures		17,398		21,996
Advances/shareholder loans to joint ventures	$	24,510	$	28,671

The Company had advances of $12.6 million and $14.7 million due from SRV Joint Gas Ltd. as of December 31, 2013 and 2012, respectively. The Company had advances of $11.9 million and $14.0 million due from SRV Joint Gas Two Ltd. as of December 31, 2013 and 2012, respectively.

F-21

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

The advances consist of shareholders loans where the principal amounts, including accrued interest, are repaid based on available cash after servicing of long-term bank debt. The shareholder loans are due not later than the 12th anniversary of delivery date of each FSRU. The GDF Suez Neptune and the GDF Suez Cape Ann were delivered on November 30, 2009 and June 1, 2010, respectively. The shareholders loans are subordinated to the joint ventures’ long-term bank debt. Under terms of the shareholder loan agreements, the repayments shall be prioritized over any dividend payment to the owners of the joint ventures. The shareholder loans bear interest at a fixed rate of 8.0% per year. The other joint venture partners have, on a combined basis, an equal amount of shareholder loans outstanding at the same terms to each of the joint ventures.

The shareholder loans financed part of the construction of the vessels and operating expenses until the delivery and commencement of the operations of the GDF Suez Neptune and the GDF Suez Cape Ann. In 2011, the joint ventures began repaying principal and a portion of the interest expense based on available cash after servicing of the external debt. The quarterly payments include a payment of interest for the first month of the quarter and a repayment of principal. Interest is accrued for the last two months of the quarter for repayment in the latter years of the loans. Since the shareholder loans are subordinated to long-term bank debt, the repayment plan is subject to quarterly discretionary revisions based on available cash after servicing of the long-term bank debt.

12. Amounts, loans and promissory note due to owners and affiliates and debt facilities

	As of
	December 31,
(in thousands of U.S. dollars)	2013		2012
Amounts due to owners and affiliates	$	15,207	$	—

Amounts due to owners and affiliates principally relate to short term funding of capital expenditure by a subsidiary of Höegh LNG. The balance does not bear interest.

Loans and promissory notes due to owners and affiliates consist of the following:

	As of
	December 31,
(in thousands of U.S. dollars)	2013		2012
$48.5 million Promissory note due to Höegh LNG Ltd.	$	49,507	$	—
$101.5 million Promissory note due to Höegh LNG Ltd.		103,606		—
$40.0 million Promissory note due to Höegh LNG Ltd.		40,317		—
Loans due to owners and affiliates		—		91,585
Loans and promissory notes due to owners and affiliates	$	193,430	$	91,585

At the beginning of the fourth quarter of 2013, PT Hoegh LNG Lampung, in Indonesia, became the owner of the construction in progress for the PGN FSRU Lampung and the unbilled construction contract receivable for the Mooring as discussed in note 2. As a result, promissory notes were entered due to Höegh LNG Ltd. in the amounts of $48.5 million, $101.5 million and $40.0 million. All of the promissory notes and accrued interest are payable on demand. The $48.5 million and $101.5 million promissory notes bear interest at a fixed rate of 9% per year. As of December 31, 2013, the two promissory notes had outstanding balances of $49.5 million and $103.6 million including outstanding interest of $1.0 million and $2.1 million, respectively. The $40.0 million promissory note bears interest at three month LIBOR plus a margin of 3.2%. The outstanding balance of $40.3 million as of December 31, 2013 included accrued interest of $0.3 million.

F-22

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

As of December 31, 2012, the outstanding balance of $91.6 million represented the Company’s portion of intercompany debt and accrued interest which was carved-out of Höegh LNG’s accounts as the debt related to the PGN FSRU Lampung prior to establishment of the promissory notes in 2013. The intercompany debt incurred interest at a rate equal to three month LIBOR plus a margin of 2.5% based upon the applicable intercompany loan agreement.

The outstanding loans and promissory notes due to owners and affiliates are denominated in U.S. dollars and had a weighted average interest rate for the years ended December 31, 2013 and 2012 of 4.29% and 6.21%, respectively.

See note 18 for repayment of amounts and promissory notes subsequent to year end.

$288 million facility

In June 2011, Höegh LNG entered into a $288 million facility for the purpose of providing up to 50% of the financing for two newbuildings, including the PGN FSRU Lampung. Fifty percent of the debt issuance cost on the $288 facility, or $1.9 million, was included in the combined carve-out financial statements until September, 2013. In addition, the commitment fees of 1.2% on 50% of the outstanding balance have been included in interest expense until September, 2013. The facility was never drawn for the PGN FSRU Lampung and was replaced by the $299 million Lampung facility, described below, as financing for the PGN FSRU Lampung in September, 2013. The $288 million facility would have required repayment starting three months after delivery of the applicable FSRU and would have been repaid in installments over a three year period.

$299 million Lampung facility

In September 2013, PT Hoegh LNG Lampung (the “Borrower”) entered into a secured $299 million term loan facility and $10.7 million standby letter of credit facility (the “Lampung facility”) with a syndicate of banks and an export credit agency for the purpose of financing a portion of the construction of the PGN FSRU Lampung and the Mooring. The $10.7 million standby letter of credit facility supports guarantees to PGN for delivery obligations of the FSRU and Mooring under the lease, operation and maintenance agreement (the “LOM”). Höegh LNG is the guarantor for the facility. The facility will be drawn in installments as construction is completed. As of December 31, 2013, the facility was undrawn. See note 18.

The term loan facility includes two commercial tranches, the FSRU tranche and the Mooring tranche, and the export credit tranche. The interest rates vary by tranche.

The FSRU tranche of $58.5 million has an interest rate of LIBOR plus a margin of 3.4%. The interest rate for the export credit tranche of $178.6 million is LIBOR plus a margin of 2.3%. The FSRU and the export credit tranche start repayments three months after the earlier of October 31, 2014 and ninety days after the final acceptance date of the PGN FSRU Lampung by PGN. The FSRU tranche is repayable quarterly over 7 years with a final balloon payment of $29.2 million. The export credit tranche is repayable in quarterly installments over 12 years assuming the balloon payment of the FSRU tranche is refinanced. If not, the export credit agent can exercise a prepayment right for repayment of the outstanding balance upon maturity of the FSRU tranche.

The Mooring tranche of $61.9 million bears interest at a rate equal to LIBOR plus a margin of 2.5%. The tranche is repayable at the earliest of March 18, 2015, following the acceptance by the charterer of the Mooring or three months after the date of the Mooring declaration as defined in the LOM.

Commitment fees are 1.4%, 0.9% and 1.0% of the undrawn portions of the FSRU tranche, the export credit tranche and the Mooring tranche, respectively.

F-23

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

The primary financial covenants under the Lampung facility are as follows:

• Borrower must maintain a minimum debt service coverage ratio from the second quarterly repayment date of the export credit tranche;

• Guarantor’s book equity must be greater than the higher of (i) $200 million and (ii) 25% of total assets; and

• Guarantor’s free liquid assets (cash and cash equivalents or available draws on credit facilities) must be greater than $20 million.

Höegh LNG, as guarantor, has issued the following guarantees related to the $299 million Lampung facility: (a) an unconditional and irrevocable on-demand guarantee for all amounts due under the financing agreements, to be released after the date falling 180 days after acceptance of the FSRU under the LOM subject to the relevant terms and conditions being met; (b) an unconditional and irrevocable on-demand guarantee for the repayment of the balloon repayment installment of the FSRU Tranche callable only at final maturity of FSRU Tranche; (c) an unconditional and irrevocable on-demand guarantee for the Borrower’s obligation to ensure the required balance is in the debt service reserve account on the 8^th repayment date (or such earlier date as is applicable if an event of default occurs); (d) an unconditional and irrevocable on-demand guarantee for all amounts due in respect of the export credit agent in the event that the export credit agent exercises its prepayment right for the export credit tranche if the FSRU Tranche is not refinanced; and (e) undertaking that, if the LOM is terminated for an event of vessel force majeure, that under certain conditions, a guarantee will be provided for the outstanding debt, less insurance proceeds for vessel force majeure. In addition, all project agreements and guarantees are assigned to the bank syndicate and the export credit agent, all project accounts and the shares in PT Hoegh LNG Lampung and Hoegh LNG Lampung Pte. Ltd. are pledged in favor of the bank syndicate and the export credit agent.

13. Accrued liabilities and other payables

	As of
	December 31,
(in thousands of U.S. dollars)	2013		2012
Accrued expenditure for newbuilding	$	645	$	370
Accrued construction contract expenses		6,732		682
Accrued debt issuance cost		391		—
Accrued administrative expenses		75		43
Accrued liabilities and other payables	$	7,843	$	1,095

14. Investments in and advances to joint ventures

	As of
	December 31,
(in thousands of U.S. dollars)	2013		2012
Accumulated losses of joint ventures	$	54,300	$	94,528

F-24

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

The Company has a 50% interest in each of SRV Joint Gas Ltd. (owner of GDF Suez Neptune) and SRV Joint Gas Two Ltd. (owner of GDF Suez Cape Ann). The following table presents the summarized financial information for 100% of the combined joint ventures on an aggregated basis.

	Year ended
	December 31,
(in thousands of U.S. dollars)	2013			2012
Time charter revenues	$	82,220		$	82,151
Vessel operating and administrative expenses		(17,526	)		(17,303	)
Depreciation and amortization		(18,722	)		(18,735	)
Operating income		45,972			46,113
Unrealized gain on derivative instruments		70,075			1,386
Other financial expense, net		(36,207	)		(38,100	)
Net income	$	79,840		$	9,399
Share of joint ventures owned		50	%		50	%
Share of joint ventures’ net income before eliminations		39,920			4,700
Eliminations		308			307
Equity in earnings of joint ventures	$	40,228		$	5,007

	As of
	December 31,
(in thousands of U.S. dollars)	2013			2012
Cash and cash equivalents	$	11,578		$	11,293
Other current assets		2,530			1,844
Total current assets		14,108			13,137
Restricted cash		25,104			25,104
Vessels, net of accumulated depreciation		592,092			609,771
Other long-term assets		2,538			2,906
Total long-term assets		619,734			637,781
Current portion of long-term debt		19,522			18,350
Loans due to owners and affiliates		15,246			14,548
Derivative financial instruments		26,274			25,116
Other current liabilities		8,270			7,213
Total current liabilities		69,312			65,227
Long term debt		522,136			541,658
Loans due to owners and affiliates		34,795			43,991
Derivative financial liabilities		75,766			146,998
Other long-term liabilities		21,261			22,313
Total long-term liabilities		653,958			754,960
Net liabilities	$	(89,428	)	$	(169,269	)
Share of joint ventures owned		50	%		50	%
Share of joint ventures net liabilities before eliminations		(44,714	)		(84,635	)
Eliminations		(9,586	)		(9,893	)
Accumulated losses/share of net liabilities in joint ventures	$	(54,300	)	$	(94,528	)

F-25

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

15. Related party transactions

The Company has been an integrated part of Höegh LNG for each of the years ended December 31, 2013 and 2012. See notes 11 and 16 for amounts, loans and promissory notes due to owners and affiliates. As such, Höegh LNG has provided general and corporate management services to the Company. As described in note 2, certain administrative expenses have been included in the combined carve-out financial statements based on actual hours incurred. In addition, management has allocated remaining administrative expenses and Höegh LNG management’s share based payment costs based on the number of vessels, newbuildings and business development projects of Höegh LNG. A subsidiary of Höegh LNG has provided the building supervision of the newbuilding and Mooring. Amounts included in the combined carve-out statements of income or capitalized in the combined carve-out balance sheets as of and for the years ended December 31, 2013 and 2012 are as follows:

	Year ended
Statements of income:	December 31,
(in thousands of U.S. dollars)	2013			2012
Operating expenses
Hours and overhead(1)	$	2,088		$	1,025
Allocated administration expenses(2)		4,260			1,332
Construction contract expense: supervision cost(3)		2,559			661
Construction contract expense: capitalized interest(4)		1,179			30
Financial (income) expense
Interest income from joint ventures(5)		(2,122	)		(2,481	)
Interest expense charges from Hoegh LNG and affiliates(6)		352			114
Total	$	8,316		$	681

	As of
Balance sheet	December 31,
(in thousands of U.S. dollars)	2013		2012
Newbuilding
Newbuilding supervision cost(5)	$	4,935	$	1,819
Interest capitalized charged from Hoegh LNG and affiliates(4)		4,579		3,625
Total related party transactions	$	9,514	$	5,444

1) Hours, travel expenses and overhead:    A subsidiary of Höegh LNG provides management, accounting, bookkeeping and administrative support. These services are charges based upon the actual hours incurred for each individual as registered in the time-write system based on a rate which includes a provision for overhead and any associated travel expenses.

2) Allocated administrative expenses:    As described in note 2, administrative expenses of Höegh LNG that cannot be attributed to a specific vessel or project based upon the time-write system have been allocated to the combined carve-out income statement based on the number of vessels, newbuildings and certain business development projects of Höegh LNG. In 2013, the allocated expenses also include cost incurred in preparation for the IPO.

3) Supervision cost:    Höegh LNG Fleet Management AS manages the newbuilding process including site supervision including manning for the services and direct accommodation and travel cost. Manning costs are based upon actual hour incurred. Such costs, excluding overhead charges, are capitalized as part of the cost of the newbuilding and included in the construction contract expense for the Mooring.

F-26

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

4) Interest expense capitalized charged from Höegh LNG and affiliates:    As described under 6) below, Höegh LNG and its affiliates have provided funding for the PGN FSRU Lampung and the Mooring (a component of the construction contract expense), which qualify under US GAAP as capitalized interest for the construction in progress.

5) Interest income from joint ventures:    The Company and its joint venture partners have provided subordinated financing to the joint ventures as shareholder loans. Interest income for the Company’s shareholder loans to the joint ventures is recorded as interest income. In the combined carve-out statements of cash flows, the interest paid is treated as a return on investment and included in net cash flows from operating activities.

6) Interest expense charged from Höegh LNG and affiliates:    Höegh LNG and its affiliates have provided loans and promissory notes (see note 13) and intercompany funding for the construction of the PGN FSRU Lampung, the construction contract expense of the Mooring. Prior to transfer of the newbuilding and contracts to PT Hoegh LNG Lampung and the establishment of the promissory notes in October 2013, the carve-out financial statements include an allocation of debt and interest expense from Höegh LNG for the funding of construction of the PGN FSRU Lampung and the construction contract expense of the Mooring. Refer to 4) above which describes the interest expense, which was capitalized.

16. Financial Instruments

Fair value measurements

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and cash equivalents and restricted cash—The fair value of the cash and cash equivalents and restricted cash approximates its carrying amounts reported in the combined carve-out balance sheets.

Advances (shareholder loans) to joint ventures—The fair values of the fixed rate subordinated shareholder loans are estimated using discounted cash flow analyses based on rates currently available for debt with similar terms and remaining maturities and the current credit worthiness of the joint ventures.

Amounts due to owners and affiliates—The fair value of the non-interest bearing payable approximates its carrying amounts reported in the combined carve-out balance sheets since it is to be settled consistent with trade payables.

Loans and promissory notes due to owners and affiliates—The fair values of the variable-rate and the fixed rate loans and promissory notes approximates their carrying amounts of the liabilities and accrued interest reported in the combined carve-out balance sheets since the amounts are payable on demand. See note 15.

The fair value estimates are categorized by a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

F-27

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

The following table includes the estimated fair value and carrying value of those assets and liabilities that are measured at fair value on a recurring and non-recurring basis, as well as the estimated fair value of the financial instruments that are not accounted for at a fair value on a recurring basis.

			As of						As of
			December 31, 2013						December 31, 2012
			Carrying			Fair			Carrying			Fair
			amount			value			amount			value
			Asset			Asset			Asset			Asset
(in thousands of U.S. dollars)	Level		(Liability)			(Liability)			(Liability)			(Liability)
Recurring:
Cash and cash equivalents		1	$	108			108			100			100
Restricted cash		1		10,700			10,700			10,700			10,700
Other:
Advances (shareholder loans) to joint ventures		2		24,510			25,242			28,671			29,797
Current amounts due to owners and affiliates		2		(15,207	)		(15,207	)		—			—
Loans and promissory notes due to owners and affiliates		2	$	(193,430	)		(193,430	)		(91,585	)		(91,585	)

Financing Receivables

The following table contains a summary of the loan receivables by type of borrower and the method by which the credit quality is monitored on a quarterly basis:

Class of Financing Receivables	Credit quality indicator		Grade		As of December 31,
(in thousands of U.S. dollars)					2013		2012
Advances / shareholder loans to joint ventures		Payment activity		Performing	$	24,510	$	28,671

The shareholder loans to joint ventures are classified as advances to joint ventures in the combined carve-out balance sheet. See note 11.

17. Risk management and concentrations of risk

Derivative instruments can be used in accordance with the overall risk management policy. As of December 31, 2013 and 2012, there are no derivative instruments designated as hedges for accounting purposes.

Foreign exchange risk

All revenues, financing, interest expenses from financing and most expenditures for newbuildings are denominated in U.S. dollars. Certain operating expenses can be denominated in currencies other than U.S. dollars. For the years ended December 31, 2013 and 2012, no derivative financial instruments have been used to manage foreign exchange risk.

Interest rate risk

Interest rate swaps can be utilized to exchange a receipt of floating interest for a payment of fixed interest to reduce the exposure to interest rate variability on its outstanding floating rate debt. As at December 31, 2013 and 2012, there were no interest rate swap agreements for the PGN FSRU Lampung’s activity.

F-28

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

Credit risk

Credit risk is the exposure to credit loss in the event of non-performance by the counterparties related to cash and cash equivalents, restricted cash and interest rate swap agreements, if applicable. In order to minimize counterparty risk, bank relationships are established with counterparties with acceptable credit ratings at the time of the transactions.

Concentrations of risk

Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents, restricted cash, unbilled construction contract income and derivative contracts (interest rate swaps), if applicable. The maximum exposure to loss due to credit risk is the book value at the balance sheet date. Cash and cash equivalents and restricted cash are placed with qualified financial institutions. Periodic evaluations are performed of the relative credit standing of those financial institutions. Credit risk related to receivables is limited by performing ongoing credit evaluations of the customers’ financial condition. In addition, time charters generally require the payment of the time charter rates on the first banking day of the month of hire which limits the risk of non-performance. The Company has made advances for the construction of the PGN FSRU Lampung to Hyundai Heavy Industries Co Ltd (“HHI”). The ownership of the PGN FSRU Lampung is transferred from the yard to the Company at delivery. The credit risk of the advances is, to a large extent, reduced through irrevocable refund guarantees issued by banks. As of December 31, 2013, cumulative installment payments made to HHI amounted to approximately $101.2 million for the FSRU under construction. In addition, the Company has made advances to subcontractors for the construction of the Mooring of approximately $32.8 million as of December 31, 2013 which do not have bank guarantees and would be subject to loss if the contractor failed to deliver.

18. Commitments and contingencies

Contractual commitments

On December 12, 2012, a contract with HHI was entered for the construction of the PGN FSRU Lampung. Separate contracts related to the construction of the Mooring and the installation of the Mooring were entered into on November 16, 2012 and December 12, 2013, respectively. The PGN FSRU Lampung and the Mooring are scheduled for delivery in 2014. As of December 31, 2013, the remaining contractual commitments required to be made in 2014 under the shipbuilding and Mooring contracts are $192.9 million.

Contingencies

PGN delayed liquidating damages

Subject to certain conditions caused by PGN, the Company is committed to pay a day rate for delayed liquidating damages to PGN up to a maximum amount of $10.7 million if the PGN FSRU Lampung is not connected to the Mooring and ready to deliver LNG by June 1, 2014. Under terms of agreement, cash collateral of $10.7 million, classified as restricted cash in the combined carve-out balance sheet, is provided for a letter of credit arrangement for this amount.

19. Subsequent events

On February 3, 2014, the $101.5 million Promissory note due to Höegh LNG Ltd. (note 11) was converted to equity.

F-29

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

On March 4, 2014, the Company drew $96 million of the $299 million Lampung facility (note 11), of which $28.4 million, $32.1 million and $35.5 million was drawn on the FSRU tranche, the Mooring tranche and the export credit tranche, respectively.

On March 5, 2014, the Company repaid the principal on the $48.5 million Promissory note due to Höegh LNG Ltd. (note 11) and $25.4 million which is the outstanding amount due to an affiliate as of that date. The latter was short term financing of capital expenditure pending the draw of the $299 million Lampung facility.

On March 11, 2014, the Company had received the declaration issued by the classification society declaring the Mooring in compliance with the Mooring specifications and classification requirements which allowed for the invoicing of 90% of the Mooring price. The remaining 10% will be invoiced on fulfilment of the acceptance conditions of the charterer. According to the loan agreement, following the receipt of payment of the 90%, the Mooring tranche of the $299 million Lampung facility will be repaid in full.

On March 17, 2014, the Company entered into forward starting interest rate swaps related to the Lampung facility with a nominal amount of $237.1 million which have the effect of converting interest payments from floating to a fixed rate of 2.80%.

F-30

HÖEGH LNG PARTNERS LP PREDECESSOR

UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

STATEMENTS OF INCOME

(in thousands of U.S. dollars)

		Three months ended March 31,
	Notes	2014			2013
REVENUES
Construction contract revenues	4	$	29,127		$	8,638
Total revenues	3		29,127			8,638
OPERATING EXPENSES
Construction contract expenses	4,12		(24,661	)		(8,638	)
Administrative expenses			(4,148	)		(1,325	)
Depreciation and amortization			(8	)		—
Total operating expenses			(28,817	)		(9,963	)
Equity in earnings (losses) of joint ventures	3,11		(1,671	)		8,916
Operating income (loss)	3		(1,361	)		7,591
FINANCIAL INCOME (EXPENSES), NET
Interest income	12		466			554
Interest expense	12		(81	)		(12	)
Other items, net			(380	)		—
Total financial income, net	5		5			542
Income (loss) before tax			(1,356	)		8,133
Income tax expense	6		(408	)		—
Net income (loss)	3	$	(1,764	)	$	8,133

The accompanying notes are an integral part of the unaudited condensed interim combined carve-out financial statements.

F-31

HÖEGH LNG PARTNERS LP PREDECESSOR

UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

STATEMENTS OF COMPREHENSIVE INCOME

(in thousands of U.S. dollars)

	Three months ended March 31,
	2014			2013
Net income (loss)	$	(1,764	)	$	8,133
Unrealized gains (losses) on cash flow hedge		(3,466	)		—
Income tax benefit (expense)		866			—
Other comprehensive income (loss)		(2,600	)		—
Comprehensive income (loss)	$	(4,364	)	$	8,133

The accompanying notes are an integral part of the unaudited condensed interim combined carve-out financial statements.

F-32

HÖEGH LNG PARTNERS LP PREDECESSOR

UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

BALANCE SHEETS

(in thousands of U.S. dollars)

		As of
	Notes	March 31, 2014		December 31, 2013
ASSETS
Current assets
Cash and cash equivalents	13	$	4,957	$	108
Unbilled construction contract income	4		83,601		54,473
Advances to joint ventures	8,13		6,983		7,112
Deferred debt issuance cost			4,003		2,725
Current deferred tax asset	6		635		—
Prepaid expenses and other receivables			750		705
Total current assets			100,929		65,123
Long-term assets
Restricted cash	13,15		—		10,700
Newbuildings	3,7,12		126,165		122,517
Other equipment			78		85
Advances to joint ventures	8,13		15,961		17,398
Deferred debt issuance cost			14,630		6,931
Deferred charges			3,861		3,912
Long-term deferred tax asset	6		231		64
Total long-term assets			160,926		161,607
Total assets	3	$	261,855	$	226,730
LIABILITIES AND EQUITY
Current liabilities
Current portion of long-term debt	9	$	41,631	$	—
Trade payables			19		—
Amounts due to owners and affiliates	10,13		7,446		15,207
Loans and promissory notes due to owners and affiliates	10,13		45,132		193,430
Value added and withholding tax liability			2,028		2,987
Derivative financial instruments	13		2,865		—
Current deferred tax liability	6		—		64
Accrued liabilities and other payables			11,565		7,843
Total current liabilities			110,686		219,531
Long-term liabilities
Accumulated losses of joint ventures	3, 11		55,971		54,300
Long-term debt	9		54,369		—
Derivative financial instruments	13		601		—
Prepaid and deferred revenue			895		934
Total long-term liabilities			111,836		55,234
Total liabilities			222,522		274,765
EQUITY
Owner’s equity			39,333		(48,035	)
Total equity			39,333		(48,035	)
Total liabilities and equity		$	261,855	$	226,730

The accompanying notes are an integral part of the unaudited condensed interim combined carve-out financial statements.

F-33

HÖEGH LNG PARTNERS LP PREDECESSOR

UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

STATEMENTS OF CHANGES IN OWNER’S EQUITY

(in thousands of U.S. dollars)

	Owner’s Equity			Accumulated Other Comprehensive Income			Total Owner’s Equity
Balance as of January 1, 2013	$	(53,229	)		—		$	(53,229	)
Net income		40,527			—			40,527
Other comprehensive income		—			—			—
Distributions to owner, net		(35,333	)		—			(35,333	)
Balance as of December 31, 2013		(48,035	)		—			(48,035	)
Net loss		(1,764	)		—			(1,764	)
Other comprehensive loss		—			(2,600	)		(2,600	)
Conversion of promissory note to equity		101,500			—			101,500
Distributions to owner, net		(9,768	)		—			(9,768	)
Balance as of March 31, 2014	$	41,933			(2,600	)	$	39,333

The accompanying notes are an integral part of the unaudited condensed interim combined carve-out financial statements.

F-34

HÖEGH LNG PARTNERS LP PREDECESSOR

UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

STATEMENTS OF CASH FLOWS

(in thousands of U.S. dollars)

	Three months ended March 31,
	2014			2013
OPERATING ACTIVITIES
Net income (loss)	$	(1,764	)	$	8,133
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		8			—
Equity in earnings of joint ventures		1,671			(8,916	)
Accrued interest income on advances to joint ventures		(297	)		(553	)
Amortization of deferred debt issuance cost		282			95
Accrued interest expense on loans to owners		81			12
Changes in working capital:
Unbilled construction contract income		(29,128	)		(8,638	)
Prepaid expenses and other receivables		6			—
Trade payables		19			(111	)
Amounts due to owners and affiliates		7,446			—
Value added and withholding tax liability		(1,245	)		—
Accrued liabilities and other payables		4,225			5,431
Net cash used in operating activities		(18,696	)		(4,547	)
INVESTING ACTIVITIES
Expenditure for newbuildings and other equipment		(2,285	)		(27,652	)
Receipts from repayment of principal of advances to joint ventures		1,864			1,700
(Increase) decrease in restricted cash		10,700			—
Net cash provided by (used in) operating activities		10,279			(25,952	)
FINANCING ACTIVITIES
Proceeds from long-term debt		96,000			—
Proceeds from amounts due to owners and affiliates		10,193			—
Proceeds from loans and promissory notes due to owners and affiliates		—			35,825
Repayment of amounts due to owners and affiliates		(25,400	)		—
Repayment of loans and promissory notes due to owners and affiliates		(48,500	)		—
Payment of debt issuance cost		(9,259	)		—
Contributions from (distributions to) owner		(9,768	)		(5,326	)
Net cash provided by financing activities		13,266			30,499
Increase (decrease) in cash and cash equivalents		4,849			—
Cash and cash equivalents, beginning of period		108			100
Cash and cash equivalents, end of period	$	4,957		$	100

The accompanying notes are an integral part of the unaudited condensed interim combined carve-out financial statements.

F-35

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

1. Description of business

Höegh LNG Partners LP (the “Partnership”) was formed under the laws of the Marshall Islands on April 28, 2014 as an indirect 100% owned subsidiary of Höegh LNG Holdings Ltd. (“Höegh LNG”) for the purpose of acquiring Höegh LNG’s interests in Hoegh LNG Lampung Pte. Ltd., PT Hoegh LNG Lampung (the owner of the newbuilding, the PGN FSRU Lampung, and the Tower Yoke Mooring System), SRV Joint Gas Ltd. (the owner of the GDF Suez Neptune), and SRV Joint Gas Two Ltd. (the owner of the GDF Suez Cape Ann) in connection with the Partnership’s initial public offering of its common units (the “IPO”). The transfer of the interests will be recorded at Höegh LNG’s consolidated book values. Hoegh LNG Lampung Pte. Ltd. and PT Hoegh LNG Lampung (the “subsidiaries”) and interests in SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd. (the “joint ventures”) as reflected in the table below are, collectively, referred to as “Höegh LNG Partners” or the “Company” and are presented in these combined carve-out financial statements as the predecessor. The PGN FSRU Lampung, the GDF Suez Neptune and the GDF Suez Cape Ann are floating storage regasification units (“FSRUs”) and, collectively, referred to in these combined carve-out financial statements as the vessels or the “FSRUs.” The Tower Yoke Mooring System (the “Mooring”) is an offshore installation that will be used to moor the PGN FSRU Lampung to offload the gas into an offshore pipe that will transport the gas to a land terminal. PT Hoegh LNG Lampung and the two joint ventures, SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd., are collectively referred to as the “FSRU-owning entities.”

The GDF Suez Neptune and the GDF Suez Cape Ann operate under long-term time charters with expiration dates in 2029 and 2030, respectively, and, in each case, with an option to extend for up to two additional periods of five years each. The newbuilding, the PGN FSRU Lampung, will operate under a long term time charter when the FSRU is delivered with an expiration date in 2034 (with an option to extend for up to two additional periods of five years each) and will use the Mooring that is being constructed and installed for the charterer and is being sold to PT PGN LNG, a subsidiary of Perusahaan Gas Negara (Persero) Tbk (“PGN”).

Höegh LNG Fleet Management AS, a subsidiary of Höegh LNG, provided commercial and technical operations of the GDF Suez Neptune and the GDF Suez Cape Ann and building supervision of the PGN FSRU Lampung for the three months ended March 31, 2014 and 2013.

The following table lists the entities included in these combined carve-out financial statements and their purpose as of March 31, 2014.

Name(1)	Jurisdiction of Incorporation	Purpose
Höegh LNG Partners LP(2)	Marshall Islands	Holding Company
Höegh LNG Partners Operating LLC (100% owned)(2)	Marshall Islands	Holding Company
Hoegh LNG Services Ltd (100% owned)(2)	United Kingdom	Administration Services Company
Hoegh LNG Lampung Pte. Ltd. (100% owned)	Singapore	Owns 49% of PT Hoegh LNG Lampung
PT Hoegh LNG Lampung (49% owned)(3)	Indonesia	Owns PGN FSRU Lampung
SRV Joint Gas Ltd. (50% owned)(4)	Cayman Islands	Owns GDF Suez Neptune
SRV Joint Gas Two Ltd. (50% owned)(4)	Cayman Islands	Owns GDF Suez Cape Ann

(1) Ownership, as shown in the table above, of the other companies will be transferred to the Höegh LNG Partners LP prior to the closing of the IPO.

(2) Incorporated subsequent to March 31, 2014.

(3) PT Hoegh LNG Lampung is a variable interest entity which is controlled by Hoegh LNG Lampung Pte. Ltd. and is, therefore, 100% consolidated in the combined carve-out financial statements.

F-36

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

(4) The remaining 50% interest in each joint venture is owned by Mitsui O.S.K. lines, Ltd. and Tokyo LNG Tanker Co.

2. Significant accounting policies

a. Basis of presentation

The combined carve-out financial statements are prepared in accordance with United States generally accepted accounting principles (“US GAAP”). All inter-company balances and transactions are eliminated.

The unaudited condensed interim combined carve-out financial statements include the financial statements of , Hoegh LNG Lampung Pte. Ltd. and PT Hoegh LNG Lampung since the dates of their inception. Hoegh LNG Lampung Pte. Ltd. and PT Hoegh LNG Lampung were incorporated on May 31, 2013 and December 10, 2012, respectively. For periods prior to the transfer of the PGN FSRU Lampung and the Mooring under construction to PT Hoegh LNG Lampung, the PGN FSRU Lampung, the Mooring and their related assets, liabilities, expenses and cash flows are included in the combined carve-out financial statements. In addition, the combined unaudited condensed interim carve-out financial statements include the 50% joint venture interest in SRV Joint Gas Ltd. and 50% joint venture interest in SRV Joint Gas Two Ltd. using the equity method of accounting.

It has been determined that PT Hoegh LNG Lampung, SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd. are variable interest entities. A variable interest entity (“VIE”) is defined by US GAAP as a legal entity where either (a) the voting rights of some investors are not proportional to their rights to receive the expected residual returns of the entity, their obligations to absorb the expected losses of the entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights, or (b) the equity holders have not provided sufficient equity investment to permit the entity to finance its activities without additional subordinated financial support, or (c) equity interest holders as a group lack the characteristics of a controlling financial interest, including decision making ability and an interest in the entity’s residual risks and rewards. The guidance requires a VIE to be consolidated if any of its interest holders are entitled to a majority of the entity’s residual returns or are exposed to a majority of its expected losses.

Based upon the criteria set forth in US GAAP, the Company has determined that PT Hoegh LNG Lampung is a VIE, as the equity holders, through their equity investments, may not participate fully in the entity’s expected residual returns and substantially all of the entity’s activities either involve, or are conducted on behalf of, the Company. The Company is the primary beneficiary, as it has the power to make key operating decisions considered to be most significant to the VIE and receives all the expected benefits or expected losses. Therefore, 100% of the assets, liabilities, revenues and expenses of PT Hoegh LNG Lampung are included in the combined carve-out financial statements. Under Indonesian law, dividends may only be paid if the retained earnings are positive.

In addition, the Company has determined that the two joint ventures, SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd., are VIEs since each entity did not have a sufficient equity investment to permit the entity to finance its activities without additional subordinated financial support at the time of its initial investment. The entities have been financed with third party debt and subordinated shareholders loans. The Company is not the primary beneficiary, as the Company cannot make key operating decisions considered to be most significant to the VIEs, but has joint control with the other equity holders. Therefore, the joint ventures are accounted for under the equity method of accounting as the Company has significant influence. The Company’s carrying value is recorded in advances to joint ventures and accumulated losses of joint ventures in the combined carve-out

F-37

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

balance sheets. For SRV Joint Gas Ltd., the Company had a receivable for the advances of $11.8 million and $12.6 million, respectively, and the Company’s accumulated losses or its share of net liabilities were $26.7 million and $26.0 million, respectively, as of March 31, 2014 and December 31, 2013. The Company’s carrying value for SRV Joint Gas Two Ltd., consists of a receivable for the advances of $11.1 million and $11.9 million, respectively, and the Company’s accumulated losses or its share of net liabilities of $29.3 million and $28.3 million, respectively, as of March 31, 2014 and December 31, 2013. The major reason that the Company’s accumulated losses in the joint ventures are net liabilities is due to the fair value adjustments for the interest rate swaps recorded as liabilities on the combined balance sheets of SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd. The maximum exposure to loss is the carrying value of the receivables, which is subordinated to the joint ventures’ long-term banks debt, the investments in the joint ventures (accumulated losses), as the shares are pledged as security for the joint ventures’ long-term bank debt and the Company’s commitment under long-term bank loan agreements to fund its share of drydocking costs and remarketing efforts in the event of an early termination of the charters. Dividend distributions require a) agreement of the other joint venture owners; b) fulfilment of requirements of the long-term bank loans; c) and under Cayman Islands law may be paid out of profits or capital reserves subject to the joint venture being solvent after the distribution.

b. Carve-out principles

The accompanying unaudited condensed interim combined carve-out financial statements have been carved out of the consolidated financial statements of Höegh LNG and adjusted to be in accordance with US GAAP for interim financial information. In the opinion of Management, all adjustments considered necessary for a fair presentation, which are of a normal recurring nature, have been included. The footnotes are condensed and do not include all of the disclosures required for a complete set of financial statements. Therefore, the unaudited condensed interim combined carve-out financial statements should be read in conjunction with the audited combined carve-out financial statements for the year ended December 31, 2013.

These combined carve-out financial statements include the assets, liabilities, revenues, expenses and cash flows directly attributable to Hoegh LNG Lampung Pte. Ltd. and PT Hoegh LNG Lampung . In addition, the investment in 50% of the joint ventures, the related advances to joint ventures and interest income on the advances are included in the combined carve-out financial statements.

Prior to October 1, 2013, the investment in the PGN FSRU Lampung and the Mooring were not included in a single purpose entity or accounted for as a discrete unit, but held by a subsidiary of Höegh LNG. From October 1, 2013, the PGN FSRU Lampung, the Mooring and all associated contracts are included in PT Hoegh Lampung Pte. Ltd.

Höegh LNG’s accounting system tracks capital expenditures and expenses by project code, including the capitalized cost of newbuilding and projects under construction, administration costs for those working on such projects through Höegh LNG’s time-write system, commitment fees and deferred debt issuance cost for related financing and certain deferred charges related to contracts. Höegh LNG’s time-write system records project team and administration staff hours worked on specific vessels or by project code for purposes on recording associated staff costs and overhead. Accordingly, for periods prior to October 1, 2013, the capitalized cost of the newbuilding, construction contract revenues related to the Mooring, associated costs and related balances have been specifically identified based on project codes for purpose of preparing the unaudited condensed interim combined carve-out financial statements.

Cash, working capital items, amounts due to owners and affiliates and equity balances are not tracked by project code. Cash and restricted cash were not allocated to the unaudited condensed interim combined carve-out financial statements unless specific accounts were identified specifically related to the project. Working capital

F-38

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

items and accruals were reviewed at the transaction level to identify those specifically related to the newbuilding, the Mooring or the associated contracts. The share of loans due to owners and affiliates related to the financing of the construction in progress and the related interest expense have been allocated to the unaudited condensed interim combined carve-out financial statements.

In addition, there are administrative expenses of Höegh LNG that cannot be attributed to a specific vessel or project directly. The administrative expenses include undistributed corporate and segment management and administrative staffs salary expenses and benefits, and general and administrative expenses. These administrative expenses have been allocated to the unaudited condensed interim combined carve-out financial statements based on the number of vessels, newbuildings and business development projects in Höegh LNG’s fleet, joint ventures and operations.

Related parties have provided the commercial and technical services for the FSRUs, including supervision of newbuilding, and employ the crews that work on the FSRUs. Accordingly, the Company is not liable for any pension or post retirement benefits, since it has had no direct employees for the three months ended March 31, 2014 and 2013.

Income tax expense has been allocated to the Company on a separate returns basis.

Management has deemed the allocations reasonable to present the interim financial position, results of operations, and cash flows of the Company on a stand-alone basis. However, the financial position, results of operations and cash flows of the Company may differ from those that would have been achieved had the Company operated autonomously for all years presented as the Company would have had additional administrative expenses, including legal, accounting, treasury and regulatory compliance and other costs normally incurred by a listed public entity. Management has estimated these additional administrative expenses to be $0.75 million for each of the three months ended March 31, 2014 and 2013. However, certain allocated expenses included the unaudited condensed interim combined carve-out financial statements for the three months ended March 31, 2014 and 2013 will not be included in the financial statements after the closing of the IPO. Accordingly, the unaudited condensed interim combined carve-out financial statements do not purport to be indicative of the future financial position, results of operations or cash flows of the Partnership.

c. Significant accounting policies

The accounting policies used in the preparation of the unaudited condensed interim combined carve-out financial statements are consistent with those applied in the audited combined carve-out financial statements for the year ended December 31, 2013.

3. Segment information

There are two operating segments. The segment profit measure is Segment EBITDA, which is defined as earnings before interest, taxes, depreciation, amortization and other financial items (gains and losses on derivative instruments and other items, net). Segment EBITDA is reconciled to operating income and net income in the segment presentation below. The two segments are “Majority held FSRUs” and “Joint venture FSRUs.” In addition, unallocated corporate costs that are considered to benefit the entire organization and interest income from advances to joint ventures are included in “Other.”

As of March 31, 2014 and 2013, Majority held FSRUs includes a newbuilding, the PGN FSRU Lampung, and construction contract revenues and expenses of the Mooring under construction. Upon completion, the PGN FSRU Lampung has a long-term time charter with PGN. The Mooring is being constructed on behalf of, and is being sold to, PGN using the percentage of completion method of accounting.

F-39

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

As of March 31, 2014 and 2013, Joint venture FSRUs include two 50% owned FSRUs, the GDF Suez Neptune and the GDF Suez Cape Ann, that operate under long-term time charters with one charterer, GDF Suez Global LNG Supply SA.

The accounting policies applied to the segments are the same as those applied in the audited combined carve-out financial statements for the year ended December 31, 2013, except that Joint venture FSRUs are presented under the proportional consolidation method for the segment note and under equity accounting for the combined carve-out financial statements. Under the proportional consolidation method, 50% of the Joint venture FSRUs’ revenues, expenses and assets are reflected in the segment note. Management monitors the results of operations of joint ventures under the proportional consolidation method and not the equity method of accounting.

The following tables include the results for the segments for the three months ended March 31, 2014 and 2013 and selected balance sheet information as of March 31, 2014 and December 31, 2013.

	Three months ended March 31, 2014
(in thousands of U.S. dollars)	Majority held FSRUs			Joint venture FSRUs (proportional consolidation)			Other			Total Segment reporting			Eliminations			Combined carve-out reporting
Time charter revenues	$	—			10,249			—			10,249			(10,249	)	$	—
Construction contract revenues		29,127			—			—			29,127			—			29,127
Total revenues		29,127			10,249			—			39,376						29,127
Operating expenses		(1,331	)		(2,145	)		(2,817	)		(6,293	)		2,145			(4,148	)
Construction contract expenses		(24,661	)		—			—			(24,661	)		—			(24,661	)
Equity in earnings of joint ventures		—			—			—			—			(1,671	)		(1,671	)
Segment EBITDA		3,135			8,104			(2,817	)		8,422
Depreciation and amortization		(8	)		(2,285	)		—			(2,293	)		2,285			(8	)
Operating income (loss)		3,127			5,819			(2,817	)		6,129						(1,361	)
Gain (loss) on derivative instruments		—			(3,154	)		—			(3,154	)		3,154			—
Other financial income (expense), net		(461	)		(4,336	)		466			(4,331	)		4,336			5
Income (loss) before tax		2,666			(1,671	)		(2,351	)		(1,356	)		—			(1,356	)
Income tax expense		(408	)		—			—			(408	)		—			(408	)
Net income (loss)	$	2,258			(1,671	)		(2,351	)		(1,764	)		—		$	(1,764	)

	As of March 31, 2014
(in thousands of U.S. dollars)	Majority held FSRUs		Joint venture FSRUs (proportional consolidation)		Other		Total Segment reporting		Eliminations			Combined carve-out reporting
Newbuildings	$	126,165		—		—		126,165		—		$	126,165
Vessels, net of accumulated depreciation		—		284,762		—		284,762		(284,762	)		—
Advances to joint ventures		—		—		22,944		22,944		—			22,944
Total assets		238,911		305,013		22,944		566,868		(305,013	)		261,855
Accumulated losses of joint ventures		—		—		50		50		55,921			55,971
Expenditures for newbuildings, vessels & equipment		3,648		587		—		4,235		(587	)		3,648
Expenditures for drydocking	$	—		—		—		—		—		$	—

F-40

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

	Three months ended March 31, 2013
(in thousands of U.S. dollars)	Majority held FSRUs			Joint venture FSRUs (proportional consolidation)			Other			Total Segment reporting			Eliminations			Combined carve-out reporting
Time charter revenues	$	—			10,004			—			10,004			(10,004	)	$	—
Construction contract revenues		8,638			—			—			8,638			—			8,638
Total revenues		8,638			10,004			—			18,642						8,638
Operating expenses		(950	)		(2,011	)		(375	)		(3,336	)		2,011			(1,325	)
Construction contract expenses		(8,638	)		—			—			(8,638	)		—			(8,638	)
Equity in earnings of joint ventures		—			—			—			—			8,916			8,916
Segment EBITDA		(950	)		7,993			(375	)		6,668
Depreciation and amortization		—			(2,260	)		—			(2,260	)		2,260			—
Operating income (loss)		(950	)		5,733			(375	)		4,408						7,591
Gain (loss) on derivative instruments		—			7,742			—			7,742			(7,742	)		—
Other financial income (expense), net		(12	)		(4,559	)		554			(4,017	)		4,559			542
Income (loss) before tax		(962	)		8,916			179			8,133			—			8,133
Income tax expense		—			—			—			—			—			—
Net income (loss)	$	(962	)		8,916			179			8,133		$	—		$	8,133

	As of December 31, 2013
(in thousands of U.S. dollars)	Majority held FSRUs		Joint venture FSRUs (proportional consolidation)		Other		Total Segment reporting		Eliminations			Combined carve-out reporting
Newbuildings	$	122,517		—		—		122,517		—		$	122,517
Vessels, net of accumulated depreciation		—		286,460		—		286,460		(286,460	)		—
Advances to joint ventures		—		—		24,510		24,510		—			24,510
Total assets		202,220		307,335		24,510		534,065		(307,335	)		226,730
Accumulated losses of joint ventures		—		—		50		50		(54,350	)		(54,300	)
Expenditures for newbuildings, vessels & equipment		36,450		522		—		36,972		(522	)		36,450
Expenditures for drydocking	$	—		—		—		—		—		$	—

4. Construction contract revenues and unbilled construction contract income

	Three months ended
	March 31,
(in thousands of U.S. dollars)	2014			2013
Construction contract revenue	$	29,127		$	8,638
Construction contract expenses		(24,661	)		(8,638	)
Recognized contract margin	$	4,466		$	—

As part of its agreement with PGN, the Company is responsible for the construction and installation of the Mooring for PGN. As of March 31, 2014 and 2013, the Mooring project is estimated to be 81% and 15% completed, respectively. In the initial stages of the contract, the Company’s policy is to record revenue in an

F-41

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

amount equal to the cost incurred until sufficient information is available to estimate profit on the project with a reasonable level of certainty. As a result, no contract margin was recognized for the three months ended March 31, 2013.

The unbilled construction contract income of $83,601 and $54,473 for the periods ended March 31, 2014 and December 31, 2013, respectively, relate to the construction of the Mooring for PGN. The unbilled construction contract income represents the excess of contract costs and profits recognized to date on the percentage of completion accounting method over the amount of contract billings to date.

5. Financial income (expenses)

	Three months ended March 31,
(in thousands of U.S. dollars)	2014			2013
Interest income	$	466		$	554
Interest expense:
Interest expense		(2,209	)		(757	)
Commitment fees		(856	)		(431	)
Amortization of deferred debt issuance cost		(282	)		(95	)
Capitalized interest		3,266			1,271
Total interest expense		(81	)		(12	)
Other items, net:
Foreign exchange gain (loss)		(20	)		—
Withholding tax on interest payments and other		(360	)		—
Total other items, net		(380	)		—
Total financial income, net	$	5		$	542

Interest income for the three months ended March 31, 2014 and 2013 consists of interest income on the advances to the joint ventures.

6. Income tax

The Company is not subject to Marshall Islands corporate income taxes. The Company is subject to tax for earnings of its subsidiary incorporated in Singapore and its FSRU-owing entity incorporated in Indonesia. The income tax expense recorded in the combined carve-out income statements was $408 and zero for the three month periods ended March 31, 2014 and 2013, respectively. During the first quarter of 2013, all of the activities were organized in jurisdictions not subject to corporate income taxes. For the first quarter of 2014, the majority of income taxes related to the entity incorporated in Indonesia for the taxable profit related to the percentage of completion on the Mooring. When PGN FSRU Lampung commences operations and time charter revenues begin, the current tax expense incurred on the time charter activities will be reimbursed by the charterer.

A deferred tax benefit of $866 related to the unrealized losses on interest rate swaps accounted for as a cash flow hedge was recorded as a component of other comprehensive income on the unaudited interim condensed combined carve-out statements of comprehensive income for the three months ended March 31, 2014.

F-42

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

7. Newbuildings

	As of
(in thousands of U.S. dollars)	March 31, 2014		December 31, 2013
Newbuilding beginning of period	$	122,517	$	86,067
Additions		1,525		29,519
Capitalized interest		2,123		6,931
Newbuilding end of period	$	126,165	$	122,517

8. Advances to joint ventures

	As of
(in thousands of U.S. dollars)	March 31, 2014		December 31, 2013
Current portion of advances to joint ventures	$	6,983	$	7,112
Long-term advances to joint ventures		15,961		17,398
Advances/shareholder loans to joint ventures	$	22,944	$	24,510

The Company had advances of $11.8 million and $12.6 million due from SRV Joint Gas Ltd. as of March 31, 2014 and December 31, 2013, respectively. The Company had advances of $11.1 million and $11.9 million due from SRV Joint Gas Two Ltd. as of March 31, 2014 and December 31, 2013, respectively.

9. Long-term debt

	As of
(in thousands of U.S. dollars)	March 31, 2014			December 31, 2013
$ 299 million Lampung facility:
$ 178.6 million Export credit tranche	$	35,500		$	—
$ 58.5 million FSRU tranche		28,400			—
$ 61.9 million Mooring tranche		32,100			—
Total debt		96,000			—
Less: Current portion of long-term debt		(41,631	)		—
Long-term debt	$	54,369		$	—

$299 million Lampung facility

In September 2013, PT Hoegh LNG Lampung (the “Borrower”) entered into a secured $299 million term loan facility and $10.7 million standby letter of credit facility (the “Lampung facility”) with a syndicate of banks and an export credit agency for the purpose of financing a portion of the construction of the PGN FSRU Lampung and the Mooring. The undrawn $10.7 million standby letter of credit facility supports guarantees to PGN for delivery obligations of the FSRU and Mooring under the lease, operation and maintenance agreement (the “LOM”). Höegh LNG is the guarantor for the facility. On March 4, 2014, the Borrower drew $96 million of the $299 million Lampung facility, of which $28.4 million, $32.1 million and $35.5 million was drawn on the FSRU tranche, the Mooring tranche and the export credit tranche, respectively. The remainder of the FSRU and export credit tranches of the facility will be drawn in installments as construction and certain document requirements are completed. See note 17.

F-43

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

10. Amounts, loans and promissory note due to owners and affiliates and debt facilities

	As of
(in thousands of U.S. dollars)	March 31, 2014		December 31, 2013
Amounts due to owners and affiliates	$	7,446	$	15,207

Amounts due to owners and affiliates principally relate to short term funding of operating activities as of March 31, 2014 and capital expenditures as of December 31, 2013 by a subsidiary of Höegh LNG. The balance does not bear interest. When the Company drew on the $299 million Lampung facility (note 9), the Company repaid $25.4 million on March 5, 2014 for the outstanding amount related to short-term funding of capital expenditures as of that date.

Loans and promissory notes due to owners and affiliates consist of the following:

	As of
(in thousands of U.S. dollars)	March 31, 2014		December 31, 2013
$48.5 million Promissory note due to Höegh LNG Ltd.	$	1,636	$	49,507
$101.5 million Promissory note due to Höegh LNG Ltd.		2,833		103,606
$40.0 million Promissory note due to Höegh LNG Ltd.		40,663		40,317
Loans and promissory notes due to owners and affiliates	$	45,132	$	193,430

At the beginning of the fourth quarter of 2013, PT Hoegh LNG Lampung, in Indonesia, became the owner of the construction in progress for the PGN FSRU Lampung and the unbilled construction contract receivable for the Mooring as discussed in note 2. As a result, promissory notes were entered due to Höegh LNG Ltd. in the amounts of $48.5 million, $101.5 million and $40.0 million. All of the promissory notes and accrued interest are payable on demand. The balances in the table above include outstanding principal and accrued interest outstanding.

On February 3, 2014, the $101.5 million Promissory note, excluding accrued interest, was converted to equity. On March 5, 2014, the Company repaid the principal on the $48.5 million Promissory note, excluding accrued interest.

11. Accumulated losses of joint ventures

	As of
(in thousands of U.S. dollars)	March 31, 2014		December 31, 2013
Accumulated losses of joint ventures	$	55,971	$	54,300

F-44

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

The Company has a 50% interest in each of SRV Joint Gas Ltd. (owner of GDF Suez Neptune) and SRV Joint Gas Two Ltd. (owner of GDF Suez Cape Ann). The following table presents the summarized financial information for 100% of the combined joint ventures on an aggregated basis.

	Three months ended March 31,
(in thousands of U.S. dollars)	2014			2013
Time charter revenues	$	20,498		$	20,008
Total revenues		20,498			20,008
Operating expenses		(4,289	)		(4,022	)
Depreciation and amortization		(4,724	)		(4,674	)
Operating income		11,485			11,312
Unrealized gain (loss) on derivative instruments		(6,308	)		15,483
Other financial expense, net		(8,673	)		(9,118	)
Net income (loss)	$	(3,496	)	$	17,677
Share of joint ventures owned		50	%		50	%
Share of joint ventures’ net income (loss) before eliminations		(1,748	)		8,839
Eliminations		77			77
Equity in earnings (losses) of joint ventures	$	(1,671	)	$	8,916

F-45

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

	As of
(in thousands of U.S. dollars)	March 31, 2014			December 31, 2013
Cash and cash equivalents	$	11,155		$	11,578
Other current assets		1,795			2,530
Total current assets		12,950			14,108
Restricted cash		25,104			25,104
Vessels, net of accumulated depreciation		588,542			592,092
Other long-term assets		2,447			2,538
Total long-term assets		616,093			619,734
Current portion of long-term debt		19,826			19,522
Loans due to owners and affiliates		14,104			15,246
Derivative financial instruments		25,768			26,274
Other current liabilities		8,252			8,270
Total current liabilities		67,950			69,312
Long-term debt		517,064			522,136
Loans due to owners and affiliates		31,921			34,795
Derivate financial liabilities		82,580			75,766
Other long-term liabilities		22,452			21,261
Total long-term liabilities		654,017			653,958
Net liabilities	$	(92,924	)	$	(89,428	)
Share of joint ventures owned		50	%		50	%
Share of joint ventures’ net liabilities before eliminations		(46,462	)		(44,714	)
Eliminations		(9,509	)		(9,586	)
Accumulated losses of joint ventures	$	(55,971	)	$	(54,300	)

F-46

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

12. Related party transactions

The Company has been an integrated part of Höegh LNG for each of the three months ended March 31, 2014 and 2013. See notes 10 and 13 for amounts, loans and promissory notes due to owners and affiliates as of March 31, 2014 and December 31, 2013. As such, Höegh LNG has provided general and corporate management services to the Company. As described in note 2, certain administrative expenses have been included in the unaudited interim condensed combined carve-out financial statements based on actual hours incurred. In addition, management has allocated remaining administrative expenses and Höegh LNG management’s share based payment costs based on the number of vessels, newbuildings and business development projects of Höegh LNG. A subsidiary of Höegh LNG has provided the building supervision of the newbuilding and Mooring. Amounts included in the combined carve-out statements of income or capitalized in the unaudited interim condensed combined carve-out balance sheets for the three months ended March 31, 2014 and 2013 and as of March 31, 2014 and December 31, 2013 are as follows:

Statement of income:	Three months ended March 31,
(in thousands of U.S. dollars)	2014			2013
Operating expenses
Hours and overhead(1)	$	672		$	419
Allocated administration expenses(2)		2,965			906
Construction contract expense: supervision cost(3)		312			247
Construction contract expense: capitalized interest(4)		601			56
Financial (income) expense
Interest income from joint ventures(5)		(466	)		(554	)
Interest expense from Höegh LNG and affiliates(6)		81			12
Total	$	4,165		$	1,086
	As of
Balance sheet (in thousands of U.S. dollars)	March 31, 2014			December 31, 2013
Newbuilding
Newbuilding supervision cost(5)	$	468		$	4,935
Interest capitalized from Höegh LNG and affiliates(4)		1,308			4,579
Total	$	1,776		$	9,514

1) Hours, travel expenses and overhead:    A subsidiary of Höegh LNG provides management, accounting, bookkeeping and administrative support. These services are charges based upon the actual hours incurred for each individual as registered in the time-write system based on a rate which includes a provision for overhead and any associated travel expenses.

2) Allocated administrative expenses:    As described in note 2, administrative expenses of Höegh LNG that cannot be attributed to a specific vessel or project based upon the time-write system have been allocated to the unaudited interim condensed combined carve-out income statement based on the number of vessels, newbuildings and certain business development projects of Höegh LNG. For the three months ended March 31, 2014 and 2013, the allocated expenses also include cost incurred in preparation for the IPO.

3) Supervision cost:    Höegh LNG Fleet Management AS manages the newbuilding process including site supervision including manning for the services and direct accommodation and travel cost. Manning costs are based upon actual hour incurred. Such costs, excluding overhead charges, are capitalized as part of the cost of the newbuilding and included in the construction contract expense for the Mooring.

F-47

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

4) Interest expense capitalized from Höegh LNG and affiliates:    As described under 6) below, Höegh LNG and its affiliates have provided funding for the PGN FSRU Lampung and the Mooring (a component of the construction contract expense), which qualify under US GAAP as capitalized interest for the construction in progress.

5) Interest income from joint ventures:    The Company and its joint venture partners have provided subordinated financing to the joint ventures as shareholder loans. Interest income for the Company’s shareholder loans to the joint ventures is recorded as interest income. In the combined carve-out statements of cash flows, the interest paid is treated as a return on investment and included in net cash flows from operating activities.

6) Interest expense from Höegh LNG and affiliates:    Höegh LNG and its affiliates have provided loans and promissory notes (see note 10) and intercompany funding for the construction of the PGN FSRU Lampung, the construction contract expense of the Mooring. Prior to transfer of the newbuilding and contracts to PT Hoegh LNG Lampung and the establishment of the promissory notes in October 2013, the carve-out financial statements include an allocation of debt and interest expense from Höegh LNG for the funding of construction of the PGN FSRU Lampung and the construction contract expense of the Mooring. Refer to 4) above which describes the interest expense, which was capitalized.

13. Financial Instruments

Fair value measurements

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and cash equivalents and restricted cash —The fair value of the cash and cash equivalents and restricted cash approximates its carrying amounts reported in the combined carve-out balance sheets.

Advances (shareholder loans) to joint ventures —The fair values of the fixed rate subordinated shareholder loans are estimated using discounted cash flow analyses based on rates currently available for debt with similar terms and remaining maturities and the current credit worthiness of the joint ventures.

Amounts due to owners and affiliates —The fair value of the non-interest bearing payable approximates its carrying amounts reported in the combined carve-out balance sheets since it is to be settled consistent with trade payables.

Loans and promissory notes due to owners and affiliates —The fair values of the variable-rate and the fixed rate loans and promissory notes approximates their carrying amounts of the liabilities and accrued interest reported in the combined carve-out balance sheets since the amounts are payable on demand. See note 15.

Derivative financial instruments —The fair values of the interest rates swaps is estimated based on the present value of cash flows over the term of the instrument based on the relevant LIBOR interest rate curves.

The fair value estimates are categorized by a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

F-48

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

The following table includes the estimated fair value and carrying value of those assets and liabilities that are measured at fair value on a recurring basis, as well as the estimated fair value of the financial instruments that are not accounted for at a fair value on a recurring basis.

			As of March 31, 2014						As of December 31, 2013
(in thousands of U.S. dollars)	Level		Carrying amount Asset (Liability)			Fair value Asset (Liability)			Carrying amount Asset (Liability)			Fair value Asset (Liability)
Recurring:
Cash and cash equivalents		1	$	4,957			4,957			108			108
Restricted cash		1		—			—			10,700			10,700
Derivative financial instruments		2		(3,466	)		(3,466	)		—			—
Other:
Advances (shareholder loans) to joint ventures		2		22,944			23,303			24,510			25,242
Current amounts due to owners and affiliates		2		(7,446	)		(7,446	)		(15,207	)		(15,207	)
Loans and promissory notes due to owners and affiliates		2		(45,132	)		(45,132	)		(193,430	)		(193,430	)

Financing Receivables

The following table contains a summary of the loan receivables by type of borrower and the method by which the credit quality is monitored on a quarterly basis:

					As of
Class of Financing Receivables (in thousands of U.S. dollars)	Credit quality indicator		Grade		March 31, 2014		December 31, 2013
Shareholder loans to joint ventures		Payment activity		Performing	$	22,944		24,510

The shareholder loans to joint ventures are classified as advances to joint ventures in the unaudited condensed interim combined carve-out balance sheet as of March 31, 2014 and December 31, 2013. See note 8.

14. Risk management and concentrations of risk

Derivative instruments can be used in accordance with the overall risk management policy.

Foreign exchange risk

All revenues, financing, interest expenses from financing and most expenditures for newbuildings are denominated in U.S. dollars. Certain operating expenses can be denominated in currencies other than U.S. dollars. For the three months ended March 31, 2014 and 2013, no derivative financial instruments have been used to manage foreign exchange risk.

F-49

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

Interest rate risk

Interest rate swaps can be utilized to exchange a receipt of floating interest for a payment of fixed interest to reduce the exposure to interest rate variability on its outstanding floating-rate debt. As of March 31, 2014, there are forward starting interest rate swap agreements on the $299 million Lampung floating rate debt that are designated as cash flow hedges for accounting purposes. No derivative instruments were outstanding as of December 31, 2013. As of March 31, 2014, the following interest rate swap agreements were outstanding:

(in thousands of U.S. dollars)

Interest rate index

Notional amount

Fair value carrying amount liability

Term

Fixed interest rate(1)

LIBOR-based debt

Interest rate swaps(2)

LIBOR

$

237,100

(3,466

)

Sept 2026

2.8

%

1) Excludes the margins paid on the floating-rate debt.

2) All interest rate swaps are U.S. dollar denominated and principal amount reduces quarterly.

The following table presents the location and fair value amounts of derivative instruments, segregated by type of contract, on the combined carve-out balance sheets.

(in thousands of U.S. dollars)	Current liabilities: derivative financial instruments			Long-term liabilities: derivative financial instruments
As of March 31, 2014
Interest rate swaps	$	(2,865	)		$(601	)
As of December 31, 2013
Interest rate swaps	$	—		$	—

Unrealized and realized gains (losses) of the interest rate swap and related income tax (benefits) expenses are recognized in other comprehensive income in the unaudited condensed interim combined carve-out statements of comprehensive income for cash flow hedges. As of March 31, 2014, the unrealized loss and the related income tax benefit related to the interest rate swap recorded in other comprehensive income were $3,466 and $866, respectively.

Credit risk

Credit risk is the exposure to credit loss in the event of non-performance by the counterparties related to cash and cash equivalents, restricted cash and interest rate swap agreements, if applicable. In order to minimize counterparty risk, bank relationships are established with counterparties with acceptable credit ratings at the time of the transactions.

Concentrations of risk

Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents, restricted cash, unbilled construction contract income and derivative contracts (interest rate swaps). The maximum exposure to loss due to credit risk is the book value at the balance sheet date. Cash and cash equivalents and restricted cash are placed with qualified financial institutions. Periodic evaluations are performed of the relative credit standing of those financial institutions. Credit risk related to

F-50

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

receivables is limited by performing ongoing credit evaluations of the customers’ financial condition. In addition, time charters generally require the payment of the time charter rates on the first banking day of the month of hire which limits the risk of non-performance. The Company has made advances for the construction of the PGN FSRU Lampung to Hyundai Heavy Industries Co Ltd (“HHI”). The ownership of the PGN FSRU Lampung is transferred from the yard to the Company at delivery. The credit risk of the advances is, to a large extent, reduced through irrevocable refund guarantees issued by banks. As of March 31, 2014, cumulative installment payments made to HHI amounted to approximately $101.2 million for the FSRU under construction. In addition, the Company has made advances to subcontractors for the construction of the Mooring of approximately $40.7 million as of March 31, 2014 which do not have bank guarantees and would be subject to loss if the contractor failed to deliver. The PGN FSRU Lampung and the Mooring were delivered to the Company in the second quarter of 2014 (note 17).

15. Commitments and contingencies

Contractual commitments

On December 12, 2012, a contract with HHI was entered for the construction of the PGN FSRU Lampung. Separate contracts related to the construction of the Mooring and the installation of the Mooring were entered into on November 16, 2012 and December 12, 2013, respectively. As of March 31, 2014, the remaining contractual commitments required to be made in 2014 under the shipbuilding and Mooring contracts are $163.9 million. The PGN FSRU Lampung and the Mooring were delivered to the Company in the second quarter of 2014 (note 17).

Contingencies

PGN delayed liquidating damages

Subject to certain conditions caused by PGN, the Company is committed to pay a day rate for delayed liquidating damages to PGN up to a maximum amount of $10.7 million if the PGN FSRU Lampung is not connected to the Mooring and ready to deliver LNG by the scheduled arrival date. The delayed liquidating damages are subject to recapture provisions pending the timely completion of the commissioning based on provisions of the agreement. As of December 31, 2013, cash collateral of $10.7 million, classified as restricted cash in the combined carve-out balance sheet, was provided for a letter of credit arrangement for this amount. As part of the $299 million Lampung facility, a $10.7 million letter of credit facility replaced the original letter of credit arrangement and the restricted cash was released in the first quarter of 2014.

16. Supplemental cash flow information

	Three months ended March 31,
(in thousands of U.S. dollars)	2014		2013
Supplemental disclosure of non-cash financing activities:
Non-cash capital contribution from conversion of debt	$	101,500	$	—

17. Subsequent events (Pending final confirmation)

On April 8, 2014, the Company drew $161.1 million of the $299 million Lampung facility (note 9), of which $18.0 million and $143.1 million was drawn on the FSRU tranche and export credit tranche, respectively.

F-51

HÖEGH LNG PARTNERS LP PREDECESSOR

NOTES TO THE UNAUDITED CONDENSED INTERIM COMBINED CARVE-OUT

FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

On April 18, 2014, the PGN FSRU Lampung was delivered to the Company from HHI. The FSRU arrived in Indonesia and cleared customs May 13, 2014. The FSRU has been connected to the Mooring. PGN has paid 90% of the Mooring price. The time charter will begin when the FSRU, Mooring and pipeline connecting the Mooring to the land terminal are ready for delivery of LNG and the start of commissioning. This is pending PGN’s pipeline contractor drying and pigging the pipeline, which is expected to be complete in July.

F-52

Report of Independent Auditors

The Board of Directors of Höegh LNG Holdings Ltd.

We have audited the accompanying combined financial statements of SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd., which comprise the combined balance sheets as of December 31, 2013 and 2012, and the related combined statements of income, comprehensive income, changes in equity and cash flows for the years then ended, and the related notes to the combined financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these combined financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd. at December 31, 2013 and 2012, and the combined results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young AS

Oslo, Norway

April 1, 2014

F-53

SRV JOINT GAS LTD. AND SRV JOINT GAS TWO LTD.

COMBINED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(in thousands of U.S. dollars)

	Notes	2013			2012
REVENUES
Time charter revenues	3	$	82,220		$	82,151
Total revenues			82,220			82,151
OPERATING EXPENSES
Vessel operating expenses	11		(15,404	)		(15,049	)
Administrative expenses	11		(2,122	)		(2,254	)
Depreciation and amortization	6		(18,722	)		(18,735	)
Total operating expenses			(36,248	)		(36,038	)
Operating income			45,972			46,113
FINANCIAL INCOME (EXPENSES), NET
Interest income	4		—			1
Interest expense	4, 5, 11		(36,169	)		(38,065	)
Gain on derivative instruments	4, 13		70,075			1,386
Other financial items, net	4		(38	)		(36	)
Total financial income (expense), net			33,868			(36,714	)
Income before tax			79,840			9,399
Income tax expense			—			—
Net income		$	79,840		$	9,399

The accompanying notes are an integral part of the combined financial statements.

F-54

SRV JOINT GAS LTD. AND SRV JOINT GAS TWO LTD.

COMBINED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(in thousands of U.S. dollars)

	2013		2012
Net income	$	79,840	$	9,399
Other comprehensive income		—		—
Comprehensive income	$	79,840	$	9,399

The accompanying notes are an integral part of the combined financial statements.

F-55

SRV JOINT GAS LTD. AND SRV JOINT GAS TWO LTD.

COMBINED BALANCE SHEETS

AS OF DECEMBER 31, 2013 AND 2012

(in thousands of U.S. dollars)

	Notes	2013			2012
ASSETS
Current assets
Cash and cash equivalents	12	$	11,578		$	11,293
Trade receivables			31			185
Deferred debt issuance cost	5		368			371
Prepaid expenses			2,131			1,288
Total current assets			14,108			13,137
Long-term assets
Restricted cash	10,12		25,104			25,104
Vessels, net of accumulated depreciation	6,11,14		592,092			609,771
Deferred debt issuance cost	5		2,538			2,906
Total long-term assets			619,734			637,781
Total assets		$	633,842		$	650,918
LIABILITIES AND EQUITY
Current liabilities
Current portion of long-term debt	10,12	$	19,522		$	18,350
Amounts due to owners and affiliates	7		15,246			14,548
Derivative financial instruments	13		26,274			25,116
Prepaid and deferred revenue	8		1,730			984
Accrued liabilities	9		6,540			6,228
Total current liabilities			69,312			65,226
Long-term liabilities
Long-term debt	10,12		522,136			541,658
Loans due to owners	7,12		34,795			43,991
Derivative financial instruments	13		75,766			146,998
Prepaid and deferred revenue	8		21,261			22,313
Total long-term liabilities			653,958			754,960
Total liabilities			723,270			820,186
EQUITY
Paid in capital			100			100
Retained deficit			(89,528	)		(169,368	)
Total equity			(89,428	)		(169,268	)
Total liabilities and equity		$	633,842		$	650,918

The accompanying notes are an integral part of the combined financial statements.

F-56

SRV JOINT GAS LTD. AND SRV JOINT GAS TWO LTD.

COMBINED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(in thousands of U.S. dollars)

	Paid in Capital		Retained Deficit			Accumulated Other Comprehensive Income		Total Equity
Balance as of December 31, 2011	$	100		(178,767	)		—	$	(178,667	)
Net income		—		9,399			—		9,399
Other comprehensive income		—		—			—		—
Balance as of December 31, 2012		100		(169,368	)		—		(169,268	)
Net income		—		79,840			—		79,840
Other comprehensive income		—		—			—		—
Balance as of December 31, 2013	$	100		(89,528	)		—	$	(89,428	)

The accompanying notes are an integral part of the combined financial statements.

F-57

SRV JOINT GAS LTD. AND SRV JOINT GAS TWO LTD.

COMBINED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(in thousands of U.S. dollars)

	2013			2012
OPERATING ACTIVITIES
Net income	$	79,840		$	9,399
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		18,722			18,735
Unrealized gain on derivative financial instrument		(70,075	)		(1,386	)
Accrued interest expense on loans to owners		2,763			3,239
Amortization of deferred revenue		(942	)		(1,353	)
Amortization of deferred debt issuance cost		371			372
Expenditure for drydocking		—			(1,443	)
Cash received and recorded as deferred revenue		722			4,314
Other adjustments		(86	)		77
Working capital:
Trade receivables		154			(185	)
Prepaid expenses		(842	)		(624	)
Amounts due to owners and affiliates		(177	)		730
Accrued liabilities		312			66
Net cash provided by operating activities		30,762			31,941
INVESTING ACTIVITIES
Expenditure for vessel modification and equipment		(1,043	)		(2,870	)
Net cash used in investing activities		(1,043	)		(2,870	)
FINANCING ACTIVITIES
Repayment of long-term debt		(18,350	)		(17,249	)
Repayment of principal of loans due to owners		(11,084	)		(12,018	)
Net cash provided by financing activities		(29,434	)		(29,267	)
Increase (decrease) in cash and cash equivalents		285			(196	)
Cash and cash equivalents, beginning of year		11,293			11,489
Cash and cash equivalents, end of year	$	11,578		$	11,293

The accompanying notes are an integral part of the combined financial statements.

F-58

SRV JOINT GAS LTD. AND SRV JOINT GAS TWO LTD.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

1. Description of business

Höegh LNG Partners LP (the “Partnership”) will be formed under the laws of the Marshall Islands as an indirect 100% owned subsidiary of Höegh LNG Holdings Ltd. (“Höegh LNG”) for the purpose of acquiring the interests in a wholly-owned subsidiary, a partially-owned subsidiary and two partially owned joint ventures of Höegh LNG described in these combined financial statements.

These combined financial statements which include the individual financial statements of SRV Joint Gas Ltd., owner of the GDF Suez Neptune, and SRV Joint Gas Two Ltd., the owner of the GDF Suez Cape Ann, have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”) for the purpose of meeting the requirements of Securities and Exchange Commission Rule 3-09 of Regulation S-X. Höegh LNG owns 50% in each of SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd., and the remaining 50% ownership interests are held by joint venture partners, Mitsui O.S.K.Lines, Ltd. and Tokyo LNG Tanker Co. The GDF Suez Neptune and the GDF Suez Cape Anne are floating storage regasification units (“FSRUs”) and are collectively referred to in these combined financial statements as the vessels or the “FSRUs.” SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd. are referred to in these combined financial statements individually as the “joint venture” and together as the” joint ventures.”

The GDF Suez Neptune and the GDF Suez Cape Ann operate under long-term time charters with GDF Suez Global LNG Supply SA (“GDF Suez”), with expiration dates in 2029 and 2030, respectively, and, in each case, with an option to extend for up to two additional periods of five years each. In the years ended December 31, 2013 and 2012, 100% of the joint ventures’ total revenues were derived from GDF Suez.

Höegh LNG Fleet Management AS, a subsidiary of Höegh LNG, provided commercial and technical operations of the FSRUs for the years ended December 31, 2013 and 2012.

The following table lists the entities combined in these combined financial statements and their purpose as of December 31, 2013.

Name	Jurisdiction of Incorporation	Purpose
SRV Joint Gas Ltd. (50% ownership)	Cayman Islands	Owns GDF Suez Neptune
SRV Joint Gas Two Ltd. (50% ownership)	Cayman Islands	Owns GDF Suez Cape Ann

2. Significant accounting policies

a. Basis of presentation

The combined financial statements include the financial statements of SRV Joint Gas Ltd. and SRV Joint Gas Two Ltd., which are under common management. The combined financial statements are prepared in accordance with the US GAAP policies of the Partnership. All inter-company balances and transactions are eliminated.

b. Accounting policies

Foreign currencies

The reporting currency in the combined financial statements is the U.S. dollar, which is the functional currency of each of the joint ventures. All revenues are received in U.S. dollars and a majority of the expenditures for investments and all of the long-term debt and shareholder loans are denominated in U.S. dollars. Transactions denominated in other currencies during the year are converted into U.S. dollars using the exchange rates in effect

F-59

SRV JOINT GAS LTD. AND SRV JOINT GAS TWO LTD.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

at the time of the transactions. Monetary assets and liabilities that are denominated in currencies other than the U.S. dollar are translated at the exchange rates in effect at the balance sheet date. Resulting gains or losses are reflected in the accompanying combined statements of income.

Time charter revenues and related expenses

Time charter revenues:

Revenue arrangements may include the right to use FSRUs for a stated period of time that meet the criteria for operating lease accounting, in addition to providing a time charter service element. Time charter revenues consist of charter hire payments under time charters, fees for providing time charter services, fees for reimbursement for actual vessel operating expenses and drydocking costs borne by the charterer on a pass through basis; as well as fees for the reimbursement of certain vessel modifications or other costs borne by the charterer.

The lease element of time charters accounted for as operating leases and any upfront payments for amounts reimbursed by the charterer are recognized on a straight line basis over the term of the charter.

Revenues for the lease element of time charters are not recognized for days that the FSRUs are off-hire.

Fees for providing time charter services and reimbursements for actual vessel operating expenses are recognized as revenues as services are performed. Revenues for the time charter services element are not recognized for days that the FSRUs are off-hire.

Upfront payments of fees for reimbursement of drydocking costs are recognized on a straight line basis over the period to the next drydocking, which is generally five years.

Related expenses:

Voyage expenses include bunker fuel expenses, port fees, cargo loading and unloading expenses, canal tolls and agency fees. Voyage expenses are all expenses unique to a particular voyage and when a vessel is on hire under time charters are the responsibility of, and paid directly by the charterers and not included in the income statement. When the vessel is off-hire, voyage expenses, principally fuel, may also be incurred and are paid by the joint venture.

Vessel operating expenses, reflected in expenses in the income statement, include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses and technical management fees. Höegh LNG Fleet Management AS, a subsidiary of Höegh LNG, provides the technical operation services of the FSRUs. Therefore, the joint ventures have no employees. When the vessel is on hire, vessel operating expenses are invoiced as fees to the charterer. When the vessel is off-hire, vessel operating expenses are not invoiced to the charterer.

Voyage expenses, if applicable, and vessel operating expenses are expensed when incurred.

Insurance claims

Insurance claims for property damage are recorded, net of any deductible amounts, for recoveries up to the amount of loss recognized when the claims submitted to insurance carriers are probable of recovery. Claims for property damage in excess of the loss recognized and for loss off hire are considered gain contingencies, which are recognized when the proceeds are received.

F-60

SRV JOINT GAS LTD. AND SRV JOINT GAS TWO LTD.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

Income taxes

The joint ventures are not liable for income taxes to the Cayman Islands and therefore would only incur income tax liabilities to the extent assessed by countries in which they operate. As of December 31, 2013 and 2012, the joint ventures had incurred no income tax expenses or liabilities.

Pursuant to Section 883 of the Internal Revenue Code of the United States (the “Code”), U.S. source income earned by a non-U.S. company from the operation of ships in international transportation is generally exempt from U.S. tax if the company operating the ships meets, among other things, the following three requirements: (1) the company is organized in a country which grants an equivalent exemption from income taxes to U.S. corporations with respect to that type of international transportation income; (2) the company is more than 50% owned, or is treated as owned after applying certain attribution rules, by individuals who are residents, as defined, in such country or another foreign country that grants an equivalent exemption to U.S. corporations; and (3) the company meets certain substantiation, reporting and other requirements. The joint ventures believe that they qualified for the exemption for 2013 and 2012 and, therefore, they were not subject to tax on their U.S. source income.

Cash and cash equivalents

Cash, banks deposits, time deposits and highly liquid investments with original maturities of three months or less are recognized as cash and cash equivalents.

Restricted cash

Restricted cash consist of bank deposits, which may only be used to settle payments as required by loan agreements. Restricted cash is classified as long-term when the settlement or required loan agreement period is more than 12 months from the balance sheet date.

Trade receivables and allowance for doubtful accounts

Trade receivables are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in existing accounts receivable based on historical write-off experience and customer economic data. Account balances are charged off against the allowance when management believes that the receivable will not be recovered. The allowance for doubtful accounts was $0 for the years ended December 31, 2013 and 2012.

Deferred debt issuance costs

Debt issuance costs, including arrangement fees and legal expenses, are deferred and presented as deferred debt issuance cost in the combined balance sheet and amortized on an effective interest rate method over the term of the relevant loan. Amortization of debt issuance costs is included as a component of interest expense. If a loan is repaid early, any unamortized portion of the deferred debt issuance costs is recognized as interest expense in the period in which the loan is repaid.

Vessels

All costs incurred during the construction of newbuildings, including interest and supervision and technical costs, are capitalized. Vessels are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over a vessel’s estimated useful life, less an estimated residual value. Depreciation is calculated using an estimated useful life of 35 years for the FSRUs.

F-61

SRV JOINT GAS LTD. AND SRV JOINT GAS TWO LTD.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

Modifications to the vessels, including the addition of new equipment, which improves or increases the operational efficiency, functionality or safety of the vessels are capitalized. These expenditures are amortized over the estimated useful life of the modification.

Expenditures covering recurring routine repairs and maintenance are expensed as incurred.

Drydocking expenditures are capitalized when incurred and amortized over the period until the next anticipated drydocking. For vessels that are newly built, the “built-in overhaul” method of accounting is applied. Under the built-in overhaul method, costs of the newbuilding are segregated into costs that should be depreciated over the useful life of the vessel and costs that require drydocking at periodic intervals, generally five years. The drydocking component is amortized until the date of the first drydocking following the delivery, upon which the actual drydocking cost is capitalized and the process is repeated. Costs of drydocking incurred to meet regulatory requirements or improve the vessel’s operating efficiency, functionality or safety are capitalized. Costs incurred related to routine repairs and maintenance performed during drydocking are expensed.

Impairment of long-lived assets

Vessels are assessed for impairment when events or circumstances indicate the carrying amount of the asset may not be recoverable. When such events or changes in circumstances are present, the recoverability of vessels are assessed by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the vessel’s net carrying value exceeds the net undiscounted cash flows expected to be generated over its remaining useful life, the carrying amount of the asset is reduced to its estimated fair value. An impairment loss is recognized based on the excess of the carrying amount over the fair value of the vessel.

Derivative instruments

Derivatives are entered into to reduce market risks associated with its operations. The joint ventures have interest rate swaps for the management of interest rate risk exposure. The interest rate swaps have the effect of converting a portion of the outstanding debt from a floating to a fixed rate over the life of the transactions. As of December 31, 2013 and 2012, the interest rate swaps were not designated as hedges for accounting purposes.

All derivative instruments are initially recorded at fair value as either current or long-term assets or liabilities as derivative financial instruments in the combined balance sheet and are subsequently remeasured to fair value. The changes in the fair value of the derivative financial instruments are recognized in earnings under financial income (expenses), net as gain (loss) on derivative instruments.

Prepaid and deferred revenue

Prepaid revenue includes prepayments of fees for charter hire, vessel operating expenses or other future services. Deferred revenues include payments from charterers for certain vessel modifications and upfront payments for drydocking costs which is amortized over the charter term or until the next planned drydocking, respectively.

Use of estimates

The preparation of financial statements in accordance with U.S. GAAP requires that management make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates subject to such estimates and assumptions include the useful lives of vessels, drydocking and the valuation of derivatives.

F-62

SRV JOINT GAS LTD. AND SRV JOINT GAS TWO LTD.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

Recent accounting pronouncements

There are no recent accounting pronouncements, whose adoption would have a material impact on the combined financial statements in the current year or that are expected to have a material impact on the combined financial statements in future years.

3. Time charter revenues

As at December 31, 2013, the minimum contractual future revenues to be received under the time charters as of December 31, 2013, during the next five years and thereafter are as follows:

(in thousands of U.S. dollars)	Total
2014	$	65,375
2015		65,375
2016		65,375
2017		65,375
2018		65,375
Thereafter		729,838
Total	$	1,056,713

The long-term time charters for the GDF Suez Neptune and the GDF Suez Cape Ann with GDF Suez have initial terms of 20 years expiring in 2029 and 2030, respectively. The time charters are accounted for as operating leases. The minimum contractual future revenues include the fixed payments for the lease and services elements for the 20 year period but exclude the variable fees from the charterer for vessel operating and drydocking costs. Additionally, each time charter has options to extend the contract term for two five-year periods. Payments for option periods are not included in minimum contractual future revenues until such time as the options are exercised.

4. Financial income (expenses)

	Years ended
	December 31,
(in thousands of U.S. dollars)	2013			2012
Interest income	$	—		$	1
Interest expense:
Interest expense		(35,798	)		(37,693	)
Amortization of deferred debt issuance cost		(371	)		(372	)
Total interest expense		(36,169	)		(38,065	)
Unrealized gain on derivative instruments		70,075			1,386
Other financial items, net		(38	)		(36	)
Total financial income (expense), net	$	33,868		$	(36,714	)

Interest expense for the years ended December 31, 2013 and 2012 included interest expense of $4,243 and $4,961, respectively, on the subordinated shareholders loans from joint venture owners (note 11). The unrealized gain on derivative instruments related to the mark to market adjustment on the interest rate swaps (note 13).

F-63

SRV JOINT GAS LTD. AND SRV JOINT GAS TWO LTD.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

5. Deferred debt issuance cost

Deferred debt issuance costs are deferred and amortized to interest expense over the term of the related debt. The deferred debt issuance costs are comprised of the following amounts:

	As of
	December 31,
(in thousands of U.S. dollars)	2013			2012
Deferred debt issuance cost	$	4,607		$	4,607
Accumulated amortization		(1,701	)		(1,330	)
Total deferred debt issuance cost		2,906			3,277
Current deferred debt issuance cost		368			371
Long-term deferred debt issuance cost		2,538			2,906
Total deferred debt issuance cost	$	2,906		$	3,277

Amortization expense of deferred debt issuance cost, a component of interest expense, was $371 and $372 for the years ended December 31, 2013 and 2012, respectively.

6. Vessels, net of accumulated depreciation

				Dry-
(in thousands of U.S. dollars)	Vessel			Docking			Total
Historical cost December 31, 2011	$	651,543		$	7,000		$	658,543
Additions		2,870			1,443			4,313
Disposals		—			—			—
Historical cost December 31, 2012		654,413			8,443			662,856
Accumulated depreciation December 31, 2011		(31,785	)		(2,565	)		(34,350	)
Depreciation for the year		(17,343	)		(1,392	)		(18,735	)
Accumulated depreciation December 31, 2012		(49,128	)		(3,957	)		(53,085	)
Vessel, net December 31, 2012	$	605,285		$	4,486		$	609,771
				Dry-
(in thousands of U.S. dollars)	Vessel			Docking			Total
Historical cost December 31, 2012	$	654,413		$	8,443		$	662,856
Additions		1,043			—			1,043
Disposals		—			—			—
Historical cost December 31, 2013		655,456			8,443			663,899
Accumulated depreciation December 31, 2012		(49,128	)		(3,957	)		(53,085	)
Depreciation for the year		(17,371	)		(1,351	)		(18,722	)
Accumulated depreciation December 31, 2013		(66,499	)		(5,308	)		(71,807	)
Vessel, net December 31, 2013	$	588,957		$	3,135		$	592,092

F-64

SRV JOINT GAS LTD. AND SRV JOINT GAS TWO LTD.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

7. Amounts and loans due to owners and affiliates

Amounts due to owners and affiliates include trade liabilities and the current portion of the long-term loans due to owners. Trade liabilities due to owners and affiliates principally relate to short term funding of operations by affiliates and do not bear interest.

	As of
	December 31,
(in thousands of U.S. dollars)	2013		2012
Trade liabilities due to owners and affiliates	$	1,021	$	1,198
Current portion of long-term loans due to owners		14,225		13,350
Amounts due to owners and affiliates	$	15,246	$	14,548

The current portion of long-term loans, included in the table above, and long-term loans due to owners and affiliates are as follows:

	As of
	December 31,
(in thousands of U.S. dollars)	2013		2012
Current portion of long-term loans due to owners	$	14,225	$	13,350
Long-term loans due to owners		34,795		43,991
Total loans due to owners	$	49,020	$	57,341

The loans due to owners consist of shareholders loans where the principal amounts, including accrued interest, are repaid based on available cash after servicing of long-term bank debt. The shareholder loans are due not later than the 12th anniversary of delivery date of each FSRU. The GDF Suez Neptune and the GDF Suez Cape Ann were delivered November 30, 2009 and June 1, 2010, respectively. The shareholders loans are subordinated to the long-term bank debt, consisting of the Neptune facility and the Cape Ann facility described in note 10. Under terms of the shareholder loan agreements, the repayments shall be prioritized over any dividend payment to the owners of the joint ventures. The shareholder loans bear interest at a fixed rate of 8.0% per year. Höegh LNG has loaned 50% the outstanding balance and the other joint venture partners have, on a combined basis, an equal amount of shareholder loans outstanding at the same terms to each of the joint ventures.

The shareholder loans have financed part of the construction of the vessels and operating expenses until the delivery and commencement of operations of the GDF Suez Neptune and the GDF Suez Cape Ann. In 2011, the joint ventures began repaying principal and a portion of the interest expense based on available cash after servicing of the external debt. The quarterly payments include a payment of interest for the first month of the quarter and a repayment of principal. Interest is accrued for the last two months of the quarter for repayment in the latter years of the loans. However, there is no fixed repayment schedule. Since the shareholder loans are subordinated to long-term bank debt, the repayment plan is subject to quarterly discretionary revisions based on available cash after servicing of the long-term bank debt.

F-65

SRV JOINT GAS LTD. AND SRV JOINT GAS TWO LTD.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

8. Prepaid and deferred revenue

	As of
(in thousands of U.S. dollars)	December 31,
	2013		2012
Current deferred revenue	$	1,730	$	984
Long-term deferred revenue		21,261		22,313
Total prepaid and deferred revenue	$	22,991	$	23,297

9. Accrued liabilities

	As of
	December 31,
(in thousands of U.S. dollars)	2013		2012
Accrued external interest expense	$	5,189	$	5,371
Other accruals		1,351		857
Accrued liabilities	$	6,540	$	6,228

10. Debt

	As of
	December 31,
(in thousands of U.S. dollars)	2013			2012
$300 million Neptune facility	$	267,420		$	276,647
$300 million Cape Ann facility		274,238			283,361
Total debt		541,658			560,008
Less: Current portion of long-term debt		(19,522	)		(18,350	)
Long-term debt	$	522,136		$	541,658

Neptune facility

In December 2007, the joint venture owning GDF Suez Neptune, as the borrower, entered into a $300 million secured facility with a syndicate of banks as long term financing of the construction the GDF Suez Neptune (the “Neptune facility”). The facility is secured with a first priority mortgage of the GDF Suez Neptune, an assignment of its rights under the time charter and a pledge of the borrower’s cash accounts. Höegh LNG and the other owners of the borrower have provided a negative pledge of shares in the borrower as security for the facility. In addition, Höegh LNG and MOL guarantee funding of drydocking costs and remarketing efforts in the event of an early termination of the charter.

The Neptune facility is repayable in quarterly installments over twelve years with a final balloon payment of $165 million due in April 2022. The Neptune facility bears interest at a rate equal to three month LIBOR plus a margin of 0.5%. The syndicate of banks also provides interest rate swaps to the borrower (see note 13), which are not reflected in the LIBOR rate for the facility.

There were no financial covenants in the Neptune facility as of December 31, 2013 and 2012, but certain other covenants and restrictions apply. The borrower is required to maintain insurance coverage for damage to the FSRU equivalent to 120% of the aggregate outstanding loan balance and loss of hire insurance. The borrower

F-66

SRV JOINT GAS LTD. AND SRV JOINT GAS TWO LTD.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

must maintain cash accounts with the syndicate of banks for its operating account, restricted cash for debt service for the next six months including interest payment on the facility and associated interest rate swap agreements and certain distribution accounts. Cash in the operating account from charter hire will be applied for the following purposes in the following order; first, to pay operating costs, insurance, taxes and technical management fees; second, to transfer funds to the restricted cash account for debt service until reserve requirements are met; finally, to transfer funds to certain distribution accounts. Certain conditions apply to making disbursements or paying dividends from the distribution accounts, including maintaining certain debt service ratios, or the written consent of the lenders. The facility agreement limits the borrower’s ability to raise additional debt, enter into certain material transactions and make guarantees.

Cape Ann facility

In December 2007, the joint venture owning GDF Suez Cape Ann, as the borrower, entered into a $300 million secured facility with a syndicate of banks as long term financing of the construction the GDF Suez Cape Ann (the “Cape Ann facility”). The facility is secured with a first priority mortgage of the GDF Suez Cape Ann, an assignment of its rights under the time charter and a pledge of the borrower’s cash accounts. Höegh LNG and the other owners of the borrower have provided a negative pledge of shares in the borrower as security for the facility. In addition, Höegh LNG and MOL guarantee funding of drydocking costs and remarketing efforts in the event of an early termination of the charter.

The Cape Ann facility is repayable in quarterly installments over twelve years with a final balloon payment of $165 million due in October 2022. The Cape Ann facility bears interest at a rate equal to three month LIBOR plus a margin of 0.5%. The syndicate of banks also provides interest rate swaps to the borrower (see note 13), which are not reflected in the LIBOR rate for the facility.

There are no financial covenants in the Cape Ann facility as of December 31, 2013 and 2012, but certain other covenants and restrictions apply. The borrower is required to maintain insurance coverage for damage to the FSRU equivalent to 120% of the aggregate outstanding loan balance and loss of hire insurance. The borrower must maintain cash accounts with the syndicate of banks for its operating account, restricted cash for debt service for the next six months including interest payment on the facility and associated interest rate swap agreements and certain distribution accounts. Cash in the operating account from charter hire will be applied for the following purposes in the following order; first, to pay operating costs, insurance, taxes and technical management fees; second, to transfer funds to the restricted cash account for debt service until reserve requirements are met; finally, to transfer funds to certain distribution accounts. Certain conditions apply to making disbursements or paying dividends from the distribution accounts, including maintaining certain debt service ratios, or the written consent of the lenders. The facility agreement limits the borrower’s ability to raise additional debt, enter into certain material transactions and make guarantees.

The debt is denominated in U.S. dollars and bears interest at floating rates at a weighted average interest rate for the years ended December 31, 2013 and 2012 of 1.09% and 0.90 %, respectively.

F-67

SRV JOINT GAS LTD. AND SRV JOINT GAS TWO LTD.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

The outstanding debt as of December 31, 2013 is repayable as follows:

Year Ending December 31,
(in thousands of U.S. dollars)
2014	$	19,522
2015		20,768
2016		22,093
2017		23,503
2018		25,003
2019 and thereafter		430,769
Total	$	541,658

11. Related party transactions

The joint ventures are single purpose joint ventures owning and operating the FSRUs. See note 7 for amounts and loans due to owners and affiliates. The joint ventures do not have any employees. As described in note 1, a subsidiary of Höegh LNG, has charged the joint ventures for the years ended December 31, 2013 and 2012 for the provision of technical and commercial management of the FSRUs. Amounts included in the combined statements of income or capitalized in the combined balance sheets as of and for the years ended December 31, 2013 and 2012 are as follows:

	Year ended
Statement of income: (in thousands of U.S. dollars)	December 31,
	2013		2012
Vessel operating expenses:
Technical management fees for FSRUs(1)	$	1,300	$	1,300
Other vessel operating expenses(2)		14,104		13,749
Administrative expenses:
Commercial management fees for FRSUs(1)		750		780
Other fees(3)		749		760
Financial expense:
Interest expense from shareholder loans(4)		4,243		4,961
Total	$	21,146	$	21,550
	As of
Balance sheet (in thousands of U.S. dollars)	December 31,
	2013		2012
Vessels
Supervision cost for modifications(5)	$	22	$	54
Total long-term assets	$	22	$	54

1) Technical and commercial management fees for FSRUs:    Höegh LNG Fleet Management AS, a subsidiary of Höegh LNG, provided commercial and technical operations of the FSRUs as well as bookkeeping and administrative support for which it was paid a fixed annual fee as agreed with the charterer and other owners, respectively.

2) Other vessel operating expenses:    In addition to the technical management fees, Höegh LNG Fleet Management AS, invoices the joint ventures for the actual costs incurred for vessel operating expenses such as crewing, repairs and maintenance, insurance, stores, lube oils and communication expenses.

F-68

SRV JOINT GAS LTD. AND SRV JOINT GAS TWO LTD.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

3) Other fees:    In addition to the commercial management fees, Höegh LNG charges an annual fee to the joint ventures in accordance with agreements with the joint venture owners.

4) Interest expense from shareholder loans:    Höegh LNG and the other owners have provided subordinated financing to the joint ventures as shareholder loans. Interest expense is accrued monthly for the shareholder loans and recorded to interest expense. Under terms of the shareholders’ loan agreement, the principal and interest is repaid based upon available cash after servicing other debt (note 7) and, accordingly, only a portion of the accrued interest expense has been paid for the years ended December 31, 2013 and 2012. In the combined statements of cash flows, the interest expense paid for the period is included in net cash flows provided from operating activities.

5) Supervision cost for modifications:    Höegh LNG Fleet Management AS manages the process for major modifications to vessels including site supervision at the shipyard. Costs include manning for the services and direct accommodation and travel cost. Manning costs are based upon actual hours incurred. Such costs, excluding overhead charges, are capitalized as part of the cost of the modification of the vessel.

12. Financial Instruments

Fair value measurements

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and cash equivalents and restricted cash—The fair value of the cash and cash equivalents and restricted cash approximates its carrying amounts reported in the combined carve-out balance sheets.

Loan due to owners—The fair values of the fixed rate subordinated shareholder loans are estimated using discounted cash flow analyses based on rates currently available for debt with similar terms and remaining maturities and the current credit worthiness of the joint ventures.

Total debt—The fair values of the variable-rate debt are estimated using discounted cash flow analyses based on rates currently available for debt with similar terms and remaining maturities and the current credit worthiness of the joint ventures.

The fair value estimates are categorized by a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

F-69

SRV JOINT GAS LTD. AND SRV JOINT GAS TWO LTD.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

The following table includes the estimated fair value and carrying value of those assets and liabilities that are measured at fair value on a recurring and non-recurring basis, as well as the estimated fair value of the financial instruments that are not accounted for at a fair value on a recurring basis.

			As of December 31, 2013						As of December 31, 2012
(in thousands of U.S. dollars)	Level		Carrying amount Asset (Liability)			Fair value Asset (Liability)			Carrying amount Asset (Liability)			Fair value Asset (Liability)
Recurring:
Cash and cash equivalents		1	$	11,578		$	11,578		$	11,293		$	11,293
Restricted cash		1		25,104			25,104			25,104			25,104
Interest rate swaps		2		102,040			102,040			172,114			172,114
Other:
Loans due to owners		2		(49,020	)		(50,485	)		(57,341	)		(59,594	)
Total debt		2	$	(541,658	)	$	(427,669	)	$	(560,008	)	$	(432,431	)

13. Risk management and concentrations of risk

Derivative instruments can be used in accordance with the overall risk management policy. As of December 31, 2013 and 2012, there are no derivative instruments designated as hedges for accounting purposes.

Foreign Exchange Risk

All revenues, financing, interest expenses from financing and most expenditures for newbuildings and vessel modifications are denominated in U.S. dollars. Certain operating expenses can be denominated in currencies other than U.S. dollars. For the years ended December 31, 2013 and 2012, no derivative financial instruments have been used to manage foreign exchange risk.

Interest Rate Risk

Interest rate swaps can be utilized to exchange a receipt of floating interest for a payment of fixed interest to reduce the exposure to interest rate variability on its outstanding floating-rate debt. As at December 31, 2013 and 2012, there were interest rate swap agreements on the floating rate debt that are not designated as hedges for accounting purposes. As of December 31, 2013, the following interest rate swap agreements were outstanding:

(in thousands of U.S. dollars)	Interest rate index		Notional amount		Fair value carrying amount liability		Term		Fixed interest rate(1)
LIBOR-based debt
Interest rate swaps(2)		LIBOR	$	26,557	$	5,192		Oct 2029		5.345	%
Interest rate swaps(2)		LIBOR		38,375		7,502		July 2029		5.353	%
Interest rate swaps(2)		LIBOR		191,786		37,229		Oct 2029		5.363	%
Interest rate swaps(2)		LIBOR		27,035		5,378		Jan 2030		5.385	%
Interest rate swaps(2)		LIBOR		39,066		7,659		Apr 2030		5.389	%
Interest rate swaps(2)		LIBOR	$	195,241		39,080		Jan 2030		5.399	%
					$	102,040

1) Excludes the margins paid on the floating-rate loans of 0.5%.

2) All interest rate swaps are U.S. dollar denominated and principal amount reduces quarterly.

F-70

SRV JOINT GAS LTD. AND SRV JOINT GAS TWO LTD.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

The following table presents the location and fair value amounts of derivative instruments, segregated by type of contract, on the combined balance sheets.

(in thousands of U.S. dollars)	Current liabilities: derivative financial instruments		Long-term liabilities: derivative financial instruments
As of December 31, 2013
Interest rate swaps	$	26,274	$	75,766
As of December 31, 2012
Interest rate swaps	$	25,116	$	146,998

Unrealized and realized gains (losses) of the interest rate swap are recognized in earnings and reported in Gain on derivative instruments in the combined statements of income.

	Year ended						Year ended
	December 31, 2013						December 31, 2012
(in thousands of U.S. dollars)	Realized gains (losses)		Unrealized gains (losses)		Total		Realized gains (losses)		Unrealized gains (losses)		Total
Interest rate swaps	$	—		70,075	$	70,075	$	—		1,386	$	1,386

Credit risk and concentrations of risk

Credit risk is the exposure to credit loss in the event of non-performance by the counterparties related to cash and cash equivalents, restricted cash, trade receivables and interest rate swap agreements. In order to minimize counterparty risk, bank relationships are established with counterparties with acceptable credit ratings at the time of the transactions. Periodic evaluations are performed of the relative credit standing of those financial institutions. In addition, exposure is limited by diversifying among counter parties. There is a single charterer for both vessels so there is a concentration of risk related to trade receivables. Credit risk related to trade receivables is limited by performing ongoing credit evaluations of the charterer’s financial condition. In addition, time charters generally require the payment of the time charter rates on the first banking day of the month of hire which limits the risk of non-performance. Accordingly, no collateral or other security is required. No losses were incurred relating to the charterer for the years ended December 31, 2013 and 2012. While the maximum exposure to loss due to credit risk is the book value at the balance sheet date, should the time charter terminate prematurely, there could be delays in obtaining a new time charter and the rates could be lower depending upon the prevailing market conditions.

14. Commitments and contingencies

Assets Pledged

The following table summarizes the assets pledged for debt facilities as of December 31, 2013 and 2012:

	Year ended
	December 31,
(in thousands of U.S. dollars)	2013		2012
Book value of vessel secured against long-term loans	$	592,092	$	609,771

F-71

SRV JOINT GAS LTD. AND SRV JOINT GAS TWO LTD.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

(in thousands of U.S. dollars, unless otherwise indicated)

Contingencies:

No contingencies have been identified as of December 31, 2013 and 2012.

15. Supplemental cash flow information

	Year ended
	December 31,
(in thousands of U.S. dollars)	2013		2012
Supplemental cash flow information:
Interest paid	$	35,980	$	37,863

16. Subsequent events

Management evaluated subsequent events through April 1, 2014, and determined that there were no other items to disclose.

F-72

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Höegh LNG Partners LP

We have audited the accompanying balance sheet of Höegh LNG Partners LP as of April 28, 2014. This balance sheet is the responsibility of the Company’s management. Our responsibility is to express an opinion on this balance sheet based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all material respects, the financial position of Höegh LNG Partners LP at April 28, 2014, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young AS

Oslo, Norway

June 23, 2014

F-73

HÖEGH LNG PARTNERS LP

BALANCE SHEET AS OF APRIL 28, 2014 (DATE OF INCEPTION)

(in U.S. dollars)

	April 28, 2014
ASSETS	$	—
LIABILITIES	$	—
EQUITY
Limited Partner equity		1,000
Receivables from limited partner		(1,000	)
Total liabilities and equity	$	—

The accompanying notes are an integral part of the balance sheet.

F-74

HÖEGH LNG PARTNERS LP

NOTES TO THE BALANCE SHEET AS OF APRIL 28, 2014 (DATE OF INCEPTION)

1. Organization and operations

Höegh LNG Partners LP (the “Partnership”) is a Marshall Islands limited partnership formed on April 28, 2014. The Partnership intends to acquire interests in three floating storage regasification units (“FSRUs”) from Höegh LNG Holdings Ltd.

The Partnership intends to offer common units, representing limited partner interest in the Partnership, pursuant to a public offering. In addition, the Partnership will issue to Höegh LNG Holdings Ltd. (i) common units and subordinated units, representing additional limited partner interest in the Partnership, and (ii) incentive distribution rights, which entitle the holder to increasing percentages of the Partnership’s distributions above certain target levels. Höegh LNG GP LLC, a Marshall Islands limited liability company formed on April 14, 2014, is the general partner of the Partnership and will own a non-economic general partner interest in the Partnership.

2. Significant accounting policies

Basis of presentation

This balance sheet has been prepared in accordance with United States generally accepted accounting principles (“US GAAP”). Separate statements of income, changes in partner’s equity and cash flows have not been presented in the financial statements because there have been no activities of the Partnership.

F-75

APPENDIX A

FORM OF FIRST AMENDED AND RESTATED AGREEMENT OF

LIMITED PARTNERSHIP OF HÖEGH LNG PARTNERS LP

[To be provided by amendment]

A-1

Höegh LNG Partners LP

Common Units

Representing Limited Partner Interests

PRELIMINARY PROSPECTUS

                    , 2014

Citigroup

Until                     , 2014 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common units, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of Directors and Officers.

The section of the prospectus entitled “Our Partnership Agreement—Indemnification” discloses that we will generally indemnify our directors, officers and the affiliates of our general partner to the fullest extent permitted by the law against all losses, claims, damages or similar events and is incorporated herein by this reference. Reference is also made to the Underwriting Agreement filed as Exhibit                      to this registration statement in which we and certain of its affiliates will agree to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act and to contribute to payments that may be required to be made in respect of these liabilities.

Item 7. Recent Sales of Unregistered Securities.

On April 28, 2014, in connection with our formation, we issued (i) to our general partner a non-economic general partner interest in us and (ii) to Höegh LNG the 100.0% limited partner interest in us for $1,000, in an offering exempt from registration under Section 4(2) of the Securities Act.

There have been no other sales of unregistered securities within the past three years.

Item 8. Exhibits and Financial Statement Schedules.

Exhibit No.	Description
1.1*	Form of Underwriting Agreement
3.1**	Certificate of Limited Partnership of Höegh LNG Partners LP
3.2*	Form of First Amended and Restated Agreement of Limited Partnership of Höegh LNG Partners LP (included as Appendix A to the Prospectus)
3.3**	Certificate of Formation of Höegh LNG GP LLC
3.4**	Limited Liability Company Agreement of Höegh LNG GP LLC
5.1*	Opinion of Watson, Farley & Williams LLP as to the legality of the securities being registered
8.1*	Opinion of Vinson & Elkins L.L.P. relating to tax matters
8.2*	Opinion of Watson, Farley & Williams LLP relating to tax matters
8.3*	Opinion of Advokatfirmaet Thommessen AS relating to tax matters
8.4*	Opinion of Vinson & Elkins L.L.P. (UK) relating to tax matters
8.5*	Opinion of Advokatfirmaet PricewaterhouseCoopers AS relating to tax matters
10.1*	Form of Contribution, Purchase and Sale Agreement
10.2**	Form of Omnibus Agreement
10.3**	Form of 2014 Höegh LNG Partners LP Long-Term Incentive Plan
10.4**	Höegh LNG Partners LP Non-Employee Director Compensation Plan
10.5**	Employment Contract, dated November 26, 2013, between Leif Höegh (UK) Ltd. and Richard Tyrrell

II-1

Exhibit No.	Description
10.6**	Form of Administrative Services Agreement among Höegh LNG Partners LP, Höegh LNG Partners Operating LLC and Hoegh LNG Services Ltd
10.7**	Form of Administrative Services Agreement between Hoegh LNG Services Ltd and Höegh LNG AS
10.8**	Commercial Management and Administration Management Agreement, dated November 24, 2009, between SRV Joint Gas Ltd. and Höegh LNG AS (GDF Suez Neptune)
10.9**	Commercial Management and Administration Management Agreement, dated May 19, 2010, between SRV Joint Gas Two Ltd. and Höegh LNG AS (GDF Suez Cape Ann)
10.10**	Baltic and International Maritime Council Standard Ship Management Agreement, dated November 23, 2009, between SRV Joint Gas Ltd. and Höegh LNG Fleet Management AS (GDF Suez Neptune)
10.11**	Baltic and International Maritime Council Standard Ship Management Agreement, dated May 19, 2010, between SRV Joint Gas Two Ltd. and Höegh LNG Fleet Management AS (GDF Suez Cape Ann)
10.12**	Technical Information and Services Agreement, dated April 2, 2014, between PT Höegh LNG Lampung and Höegh LNG AS (PGN FSRU Lampung)
10.13**	Master Spare Parts Supply Agreement, dated April 2, 2014, between PT Höegh LNG Lampung and Höegh LNG Asia Pte. Ltd. (PGN FSRU Lampung)
10.14**	Master Maintenance Agreement, dated April 2, 2014, between PT Höegh LNG Lampung and Höegh LNG Shipping Services Pte Ltd (PGN FSRU Lampung)
10.15	Sub-Technical Support Agreement, dated April 11, 2014, between Höegh LNG AS and Höegh LNG Fleet Management AS
10.16*†	SRV LNG Carrier Time Charterparty, dated March 20, 2007, between SRV Joint Gas Ltd. and Suez LNG Trading SA, as novated by the Novation Agreement, dated March 25, 2010, among SRV Joint Gas Ltd., GDF Suez LNG Trading SA (formerly known as Suez LNG Trading SA) and GDF Suez Global LNG Supply SA (GDF Suez Neptune)
10.17*†	SRV LNG Carrier Time Charterparty, dated March 20, 2007, between SRV Joint Gas Ltd. and Suez LNG Trading SA, as novated by the Novation Agreement, dated December 20, 2007, among SRV Joint Gas Ltd., Suez LNG Trading SA and SRV Joint Gas Two Ltd., as novated by the Novation Agreement, dated March 25, 2010, among SRV Joint Gas Two Ltd., GDF Suez LNG Trading SA (formerly known as Suez LNG Trading SA) and GDF Suez Global LNG Supply SA, as amended by Amendment No. 1, dated June 20, 2012, between SRV Joint Gas Two Ltd. and GDF Suez LNG Supply SA, as amended by Amendment No. 2, dated June 20, 2012, between SRV Joint Gas Two Ltd. and GDF Suez LNG Supply SA, as supplemented by the Side Letter, dated November 17, 2013, between SRV Joint Gas Two Ltd. and GDF Suez LNG Supply SA (GDF Suez Cape Ann)
10.18*†	Amendment and Restatement Agreement of the Original Lease, Operation and Maintenance Agreement, dated January 25, 2012, between Höegh LNG Ltd. and PT Perusahaan Gas Negara (Persero) Tbk, as novated by the Novation Agreement for Amended & Restated Lease, Operation & Maintenance Agreement, dated September 18, 2013, among PT Perusahaan Gas Negara (Persero) Tbk, Höegh LNG Ltd. and PT Hoegh LNG Lampung, as novated by the Novation Agreement for Amended & Restated Lease, Operation & Maintenance Agreement, dated February 21, 2014, among PT Perusahaan Gas Negara (Persero) Tbk, PT PGN LNG Indonesia and PT Hoegh LNG Lampung (PGN FSRU Lampung)

II-2

Exhibit No.	Description
10.19*	Second Amended and Restated Shareholders’ Agreement, among Mitsui O.S.K Lines, Ltd., Höegh LNG Ltd. and Tokyo LNG Tanker Co., Ltd.
10.20	Shareholders’ Agreement, dated March 13, 2013, between Höegh LNG Lampung Pte Ltd. and PT Bahtera Daya Utama
10.21	Novation Deed, dated August 31, 2010, among Mitsui O.S.K. Lines, Ltd., Tokyo LNG Tanker Co., Ltd., Höegh LNG Ltd. and SRV Joint Gas Ltd.
10.22	Novation Deed, dated August 31, 2010, among Mitsui O.S.K. Lines, Ltd., Tokyo LNG Tanker Co., Ltd., Höegh LNG Ltd. and SRV Joint Gas Two Ltd.
10.23	Amendment and Restatement Agreement, dated October 9, 2013, among Hoegh LNG Lampung Pte Ltd., PT Bahtera Daya Utama and PT Imeco Inter Sarana
10.24	Form of Revolving Loan Agreement, between Höegh LNG Partners LP and Höegh LNG Holdings Ltd. in the amount of $85,000,000
10.25	Form of Demand Note, issued by Höegh LNG Holdings Ltd. in favor of Höegh LNG Partners LP in the amount of $140,000,000
10.26	Neptune Facility Agreement, dated December 20, 2007, between SRV Joint Gas Ltd. and the other parties thereto, as amended by the Amendment Agreement, dated March 25, 2010 and as supplemented by the Letter from the Agent for the Lenders, dated August 28, 2010
10.27	Cape Ann Facility Agreement, dated December, 20, 2007, between SRV Joint Gas Two Ltd. and the other parties thereto, as amended by the Amendment Agreement, dated March 25, 2010, as supplemented by the Letter from the Agent for the Lenders, dated August 28, 2010 and as amended by the Amendment Agreement, dated June 29, 2012
10.28	$299 Million Lampung Facility Agreement, dated September 12, 2013, between PT Hoegh LNG Lampung and the other parties thereto
10.29*	License Agreement, between Leif Höegh & Co. Ltd. and Höegh LNG Partners LP
21.1**	List of Subsidiaries of Höegh LNG Partners LP
23.1*	Consent of Ernst & Young AS
23.2*	Consent of Fearnley Consultants AS
23.3*	Consent of Watson, Farley & Williams LLP (contained in Exhibits 5.1 and 8.2)
23.4*	Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1)
23.5*	Consent of Advokatfirmaet Thommessen AS (contained in Exhibit 8.3)
23.6*	Consent of Vinson & Elkins L.L.P. (UK) relating to tax matters (contained in Exhibit 8.4)
23.7*	Consent of Advokatfirmaet PricewaterhouseCoopers AS relating to tax matters (contained in Exhibit 8.5)
24.1	Power of Attorney (included in signature page)

* To be provided by amendment.

** Previously filed.

† Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from the Registration Statement and submitted separately to the Securities and Exchange Commission.

II-3

Item 9. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The registrant undertakes to send to each limited partner at least on an annual basis a detailed statement of any transactions with the general partner or its affiliates and of fees, commissions, compensation and other benefits paid, or accrued to the general partner or its affiliates for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed.

The registrant undertakes to provide to the limited partners the financial statements required by Form 20-F for the first full fiscal year of operations of the Partnership.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of                 , State of on                     , 2014.

HÖEGH LNG PARTNERS LP
By:
Name:	Richard Tyrrell
Title:	Chief Executive Officer and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below appoints                     ,                       and                      as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement (including any amendments thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act and to file the same with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
	Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	, 2014
Richard Tyrrell
	Chairman	, 2014
Sveinung Støhle
	Director	, 2014
Steffen Føreid
	Director	, 2014
Claibourne Harris
	Director	, 2014
Morten W. Høegh
	Director	, 2014
Andrew Jamieson
	Director	, 2014
David Spivak
	Director	, 2014
Robert Shaw

II-5

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly authorized representative of Höegh LNG Partners LP in the United States, has signed the registration statement in the City of Newark, State of Delaware on                     , 2014.

PUGLISI & ASSOCIATES

By:

Name:

Title:

II-6

EXHIBIT INDEX

Exhibit No.	Description
1.1*	Form of Underwriting Agreement
3.1**	Certificate of Limited Partnership of Höegh LNG Partners LP
3.2*	Form of First Amended and Restated Agreement of Limited Partnership of Höegh LNG Partners LP (included as Appendix A to the Prospectus)
3.3**	Certificate of Formation of Höegh LNG GP LLC
3.4**	Limited Liability Company Agreement of Höegh LNG GP LLC
5.1*	Opinion of Watson, Farley & Williams LLP as to the legality of the securities being registered
8.1*	Opinion of Vinson & Elkins L.L.P. relating to tax matters
8.2*	Opinion of Watson, Farley & Williams LLP relating to tax matters
8.3*	Opinion of Advokatfirmaet Thommessen AS relating to tax matters
8.4*	Opinion of Vinson & Elkins L.L.P. (UK) relating to tax matters
8.5*	Opinion of Advokatfirmaet PricewaterhouseCoopers AS relating to tax matters
10.1*	Form of Contribution, Purchase and Sale Agreement
10.2**	Form of Omnibus Agreement
10.3**	Form of 2014 Höegh LNG Partners LP Long-Term Incentive Plan
10.4**	Höegh LNG Partners LP Non-Employee Director Compensation Plan
10.5**	Employment Contract, dated November 26, 2013, between Leif Höegh (UK) Ltd. and Richard Tyrrell
10.6**	Form of Administrative Services Agreement among Höegh LNG Partners LP, Höegh LNG Partners Operating LLC and Hoegh LNG Services Ltd
10.7**	Form of Administrative Services Agreement between Hoegh LNG Services Ltd and Höegh LNG AS
10.8**	Commercial Management and Administration Management Agreement, dated November 24, 2009, between SRV Joint Gas Ltd. and Höegh LNG AS (GDF Suez Neptune)
10.9**	Commercial Management and Administration Management Agreement, dated May 19, 2010, between SRV Joint Gas Two Ltd. and Höegh LNG AS (GDF Suez Cape Ann)
10.10**	Baltic and International Maritime Council Standard Ship Management Agreement, dated November 23, 2009, between SRV Joint Gas Ltd. and Höegh LNG Fleet Management AS (GDF Suez Neptune)
10.11**	Baltic and International Maritime Council Standard Ship Management Agreement, dated May 19, 2010, between SRV Joint Gas Two Ltd. and Höegh LNG Fleet Management AS (GDF Suez Cape Ann)
10.12**	Technical Information and Services Agreement, dated April 2, 2014, between PT Höegh LNG Lampung and Höegh LNG AS (PGN FSRU Lampung)
10.13**	Master Spare Parts Supply Agreement, dated April 2, 2014, between PT Höegh LNG Lampung and Höegh LNG Asia Pte. Ltd. (PGN FSRU Lampung)

II-7

Exhibit No.	Description
10.14**	Master Maintenance Agreement, dated April 2, 2014, between PT Höegh LNG Lampung and Höegh LNG Shipping Services Pte Ltd (PGN FSRU Lampung)
10.15	Sub-Technical Support Agreement, dated April 11, 2014, between Höegh LNG AS and Höegh LNG Fleet Management AS
10.16*†	SRV LNG Carrier Time Charterparty, dated March 20, 2007, between SRV Joint Gas Ltd. and Suez LNG Trading SA, as novated by the Novation Agreement, dated March 25, 2010, among SRV Joint Gas Ltd., GDF Suez LNG Trading SA (formerly known as Suez LNG Trading SA) and GDF Suez Global LNG Supply SA (GDF Suez Neptune)
10.17*†	SRV LNG Carrier Time Charterparty, dated March 20, 2007, between SRV Joint Gas Ltd. and Suez LNG Trading SA, as novated by the Novation Agreement, dated December 20, 2007, among SRV Joint Gas Ltd., Suez LNG Trading SA and SRV Joint Gas Two Ltd., as novated by the Novation Agreement, dated March 25, 2010, among SRV Joint Gas Two Ltd., GDF Suez LNG Trading SA (formerly known as Suez LNG Trading SA) and GDF Suez Global LNG Supply SA, as amended by Amendment No. 1, dated June 20, 2012, between SRV Joint Gas Two Ltd. and GDF Suez LNG Supply SA, as amended by Amendment No. 2, dated June 20, 2012, between SRV Joint Gas Two Ltd. and GDF Suez LNG Supply SA, as supplemented by the Side Letter, dated November 17, 2013, between SRV Joint Gas Two Ltd. and GDF Suez LNG Supply SA (GDF Suez Cape Ann)
10.18*†	Amendment and Restatement Agreement of the Original Lease, Operation and Maintenance Agreement, dated January 25, 2012, between Höegh LNG Ltd. and PT Perusahaan Gas Negara (Persero) Tbk, as novated by the Novation Agreement for Amended & Restated Lease, Operation & Maintenance Agreement, dated September 18, 2013, among PT Perusahaan Gas Negara (Persero) Tbk, Höegh LNG Ltd. and PT Hoegh LNG Lampung, as novated by the Novation Agreement for Amended & Restated Lease, Operation & Maintenance Agreement, dated February 21, 2014, among PT Perusahaan Gas Negara (Persero) Tbk, PT PGN LNG Indonesia and PT Hoegh LNG Lampung (PGN FSRU Lampung)
10.19*	Second Amended and Restated Shareholders’ Agreement, among Mitsui O.S.K Lines, Ltd., Höegh LNG Ltd. and Tokyo LNG Tanker Co., Ltd.
10.20	Shareholders’ Agreement, dated March 13, 2013, between Höegh LNG Lampung Pte Ltd. and PT Bahtera Daya Utama
10.21	Novation Deed, dated August 31, 2010, among Mitsui O.S.K. Lines, Ltd., Tokyo LNG Tanker Co., Ltd., Höegh LNG Ltd. and SRV Joint Gas Ltd.
10.22	Novation Deed, dated August 31, 2010, among Mitsui O.S.K. Lines, Ltd., Tokyo LNG Tanker Co., Ltd., Höegh LNG Ltd. and SRV Joint Gas Two Ltd.
10.23	Amendment and Restatement Agreement, dated October 9, 2013, among Hoegh LNG Lampung Pte Ltd., PT Bahtera Daya Utama and PT Imeco Inter Sarana
10.24	Form of Revolving Loan Agreement, between Höegh LNG Partners LP and Höegh LNG Holdings Ltd. in the amount of $85,000,000
10.25	Form of Demand Note, issued by Höegh LNG Holdings Ltd. in favor of Höegh LNG Partners LP in the amount of $140,000,000
10.26	Neptune Facility Agreement, dated December 20, 2007, between SRV Joint Gas Ltd. and the other parties thereto, as amended by the Amendment Agreement, dated March 25, 2010 and as supplemented by the Letter from the Agent for the Lenders, dated August 28, 2010

II-8

Exhibit No.	Description
10.27	Cape Ann Facility Agreement, dated December, 20, 2007, between SRV Joint Gas Two Ltd. and the other parties thereto, as amended by the Amendment Agreement, dated March 25, 2010, as supplemented by the Letter from the Agent for the Lenders, dated August 28, 2010 and as amended by the Amendment Agreement, dated June 29, 2012
10.28	$299 Million Lampung Facility Agreement, dated September 12, 2013, between PT Hoegh LNG Lampung and the other parties thereto
10.29*	License Agreement, between Leif Höegh & Co. Ltd. and Höegh LNG Partners LP
21.1**	List of Subsidiaries of Höegh LNG Partners LP
23.1*	Consent of Ernst & Young AS
23.2*	Consent of Fearnley Consultants AS
23.3*	Consent of Watson, Farley & Williams LLP (contained in Exhibits 5.1 and 8.2)
23.4*	Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1)
23.5*	Consent of Advokatfirmaet Thommessen AS (contained in Exhibit 8.3)
23.6*	Consent of Vinson & Elkins L.L.P. (UK) relating to tax matters (contained in Exhibit 8.4)
23.7*	Consent of Advokatfirmaet PricewaterhouseCoopers AS relating to tax matters (contained in Exhibit 8.5)
24.1	Power of Attorney (included in signature page)

* To be provided by amendment.

** Previously Filed.

† Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from the Registration Statement and submitted separately to the Securities and Exchange Commission.

II-9

EX-10

Exhibit 10.15

	1.	Date of Agreement 11 April 2014 PGN FSRU Lampung, IMO No. 9629524	Part 1
	2.	Owners (name, place of registered office and law of registry) (Cl. 1)	3.	Managers (name, place of registered office and law of registry) (Cl. 1)
		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 Norway
	4.	Day and year of commencement of Agreement (Cl. 2) Date of delivery
	5.	Crew Management (state “yes” or “no” as agreed) (Cl. 3.1) YES	6.	Technical Management (state “yes” or “no” as agreed) (Cl. 3.2) YES
	7.	Commercial Management (state “yes” or “no” as agreed) (Cl. 3.3) NO	8.	Insurance Arrangements (state “yes” or “no” as agreed) (Cl. 3.4) YES
	9.	Accounting services (state “yes” or “no” as agreed) (Cl. 3.5) YES	10.	Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6) NO
	11.	Provisions (state “yes” or “no” as agreed) (Cl. 3.7) YES	12.	Bunkering (state “yes” or “no” as agreed) (Cl. 3.8) NO
	13.	Chartering Services Period (only to be filled in if “yes” stated in Box 7) (Cl. 3.3(i)) NO	14.	Owners’ Insurance (state alternative (i), (ii) or (iii) of Cl.6.3) 6.3(ii)
	15.	Annual Management Fee (state annual amount) (Cl. 8.1) USD 600,000	16.	Severance Costs (state maximum amount (Cl. 8.4(ii)) N/A
	17.	Day and year of termination of Agreement (Cl. 17) As per Clause 17	18.	Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be slated) (Cl. 19) Clause 19.1, London
	19.	Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Owners) (Cl. 20) Höegh LNG AS, Drammensveien 134, PO Box 4 Skoyen, NO-0212 Oslo, Norway, Tel. +47 9755 7400. Fax: +47 9755 7401	20.	Notices (state postal and cable address, telex and telefac number for serving notice and communication to the Managers) (Cl. 20) Höegh LNG Fleet Management AS, Drammensveien 134, PO Box 4 Skoyen, NO-0212 Oslo, Norway. Tel: +47 9755 7400. Fax: +47 97557401
	It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART 1 and PART II as well as Annexes “A” (Details of Vessel), “B” (Details of Crew), “C” (Budget) and “D” (Associated vessels) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes “A”, “B”, “C” and “D” shall prevail over those of PART II to the extent to such conflict but no further.
	Signature(s) (Owners)		Signature(s) (Managers)
	/s/ ROAR FLOM		/s/ PÅL GUNNULFSEN
		Roar Flom, Director	Pål Gunnulfsen, General Manager

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

ANNEX “A” (DETAILS OF VESSEL OR VESSELS) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT – CODE NAME: “SHIPMAN 98”

Date of Agreement

11 April 2014

Name of Vessel(s):

PGN FSRU Lampung, IMO 9629524, Call sign: JZRX

Particulars of Vessel(s):
Flag:	Indonesia
Ship Builder:	Hyundai Heavy Industries Co. Ltd.
Classification Society:	DNV/BKI
Built:	Feb 2013 (keellaid)
Classification designation:	A100 Liquified gas carrier (LNG) R, Ship type 2G, NAV-OC, EP+, RSD (F40), CPS, IW, SPM
Length:	297,4m
Breadth:	46m
Depth:	26m
Gross Tonnage (International):	127594
Net Tonnage (International):	64562
Engine:	Wärtsila 6650DF

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

ANNEX “B” (DETAILS OF CREW) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT – CODE NAME: “SHIPMAN 98”

Date of Agreement

11 April 2014

Details of Crew:

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.

Numbers	Rank	Nationality
1	Master
1	Ch. Off.
1	2nd Off.
1	3rd Off.
1	Ch. Eng.
1	2nd Eng.
2	3rd Eng.
1	Elec
1	Cargo Eng.
1	Bosun
4	AB
4	OS
2	Fitter
3	Oiler
1	Wiper
1	Ch. Cook
1	2nd Cook
2	Messman

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

ANNEX “C” (BUDGET) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT – CODE NAME: “SHIPMAN 98”

Date of Agreement

11 April 2014

Managers’ Budget for the first year with effect from the Commencement Date of this Agreement

	USD
Maritime personnel expenses:		2,854,300
Services and Spares:		1,241,000
Consumables:		310,250
Technical management fee:		600,00
Based on 365 days/12 months

TOTAL:: 13,715/day

Vessel insurance to be arranged by Owner in accordance with Clause 6.

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

ANNEX “D” (ASSOCIATED VESSELS) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT – CODE NAME: “SHIPMAN 98”

NOTE: PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX “D”

THEY WILL BE SUBJECT TO THE PROVISIONS OF SUB-CLAUSE 18.1(I) OF THIS

AGREEMENT.

Date of Agreement

Details of Associated Vessels:

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“SHIPMAN 98” Standard Ship Management Agreement

1.	Definitions		1			arrangements, pension administration and insurances for	57
	In this Agreement save where the context otherwise requires,		2			the Crew other than those mentioned in Clause 6;	58
	the following words and expressions shall have the meanings		3		(ii)	ensuring that the applicable requirements of the law of the	59
	hereby assigned to them.		4			flag of the Vessel are satisfied in respect of manning levels,	60
						rank, qualification and certification of the Crew and	61
	“Owners” means the party identified in Box 2.		5			employment regulations including Crew’s tax, social	62
	“Managers” means the party identified in Box 3.		6			insurance, discipline and other requirements;	63
	“Vessel” means the vessel or vessels details of which are set		7		(iii)	ensuring that all members of the Crew have passed a medical	64
	out in Annex “A” attached hereto.		8			examination with a qualified doctor certifying that they are fit	65
	“Crew” means the Master, and the officers as provided by the		9			for the duties for which they are engaged and are in possession	66
	Manager to the Vessel at any time and ratings of the numbers,					of valid medical certificates issued in accordance with	67
	rank and nationality as per the Manager’s at any time current		10			appropriate flag State requirements. In the absence of	68
	crewing procedures and manuals specified in Annex “B” attached					applicable flag State requirements the medical certificate shall	69
	hereto.					be dated not more than three months prior to the respective	70
	“Crew Support Costs” means all expenses of a general nature		11			Crew members leaving their country of domicile and	71
	which are not particularly referable to any individual vessel for		12			maintained for the duration of their service on board the Vessel;	72
	the time being managed by the Managers and which are incurred		13		(iv)	ensuring that the Crew shall have a command of the English	73
	by the Managers for the purpose of providing an efficient and		14			language of a sufficient standard to enable them to perform	74
	economic management service and, without prejudice to the		15			their duties safely;	75
	generality of the foregoing, shall include the cost of crew standby		16		(v)	arranging transportation of the Crew, including repatriation;	76
	pay, training schemes for officers and ratings, cadet training		17		(vi)	training of the Crew and supervising their efficiency;	77
	schemes, sick pay, study pay, recruitment and interviews.		18		(vii)	conducting union negotiations;	78
	“Severance Costs” means the costs which the employer are		19		(viii)	operating the Managers’ drug and alcohol policy unless	79
	legally obliged to pay to or in respect of the Crew as a result of		20			otherwise agreed.	80
	the early termination of any employment contract for service on		21
	the Vessel.		22	3.2.	Technical Management		81
	“Crew Insurances” means insurances against crew risks which		23		(only applicable if agreed according to Box 6)		82
	shall include but not be limited to death, sickness, repatriation,		24		The Managers shall provide technical management which		83
	injury, shipwreck unemployment indemnity and loss of personal		25		includes, but is not limited to, the following functions:		84
	effects.		26		(i)	provision of competent personnel to supervise the	85
	“Management Services” means the services specified in sub-		27			maintenance and general efficiency of the Vessel;	86
	clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.		28		(ii)	arrangement and supervision of dry dockings, repairs,	87
	“ISM Code” means the International Management Code for the		29			alterations and the upkeep of the Vessel to the standards	88
	Safe Operation of Ships and for Pollution Prevention as adopted		30			required by the Owners provided that the Managers shall	89
	by the International Maritime Organization (IMO) by resolution		31			be entitled to incur the necessary expenditure to ensure	90
	A.741(18) or any subsequent amendment thereto.		32			that the Vessel will comply with the law of the flag of the	91
	“STCW 95” means the International Convention on Standards		33			Vessel and of the places where she trades, and all	92
	of Training, Certification and Watchkeeping for Seafarers, 1978,		34			requirements and recommendations of the classification	93
	as amended in 1995 or any subsequent amendment thereto.		35			society;	94
					(iii)	arrangement of the supply of necessary stores, spares and	95
2.	Appointment of Managers		36			lubricating oil;	96
	With effect from the day and year stated in Box 4 and continuing		37		(iv)	appointment of surveyors and technical consultants as the	97
	unless and until terminated as provided herein, the Owners		38			Managers may consider from time to time to be necessary;	98
	hereby appoint the Managers and the Managers hereby agree		39		(v)	development, implementation and maintenance of a Safety	99
	to act as the Managers of the Vessel.		40			Management System (SMS) in accordance with the ISM	100
	Each party acknowledge that the registered owner of the Vessel is					Code (see sub-clauses 4.2 and 5.3).	101
	PT Hoegh LNG Lampung and that the Owners have entered into a Technical Information and Service Agreement dated on			3.3.	Commercial Management		102
	or about the date hereof.				(only applicable if agreed according to Box 7)		103
	The parties further refer to a Bridge Letter issued by the				The Managers shall provide the commercial operation of the		104
	registered owner whereby the Manager is recognized as the				Vessel, as required by the Owners, which includes, but is not		105
	Responsible Owner of the Vessel when she commences				limited to, the following functions:		106
	operation and is authorized to act and instruct on behalf of the				(i)	providing chartering services in accordance with the Owners’	107
	registered owner accordingly.					instructions which include, but are not limited to, seeking	108
3.	Basis of Agreement		41			and negotiating employment for the Vessel and the conclusion	109
	Subject to the terms and conditions herein provided, during the		42			(including the execution thereof) of charter parties or other	110
	period of this Agreement, the Managers shall carry out		43			contracts relating to the employment of the Vessel. If such a	111
	Management Services in respect of the Vessel as agents for		44			contract exceeds the period dated in Box 13, consent thereto	112
	and on behalf of the Owners. The Managers shall have authority		45			in writing shall first be obtained from the Owners.	113
	to take such actions as they may from time to time in their absolute		46		(ii)	arranging of the proper payment to Owners or their nominees	114
	discretion consider to be necessary to enable them to perform		47			of all hire and/or freight revenues or other moneys of	115
	this Agreement in accordance with sound ship management		48			whatsoever nature to which Owners may be entitled arising	116
	practice.		49			out of the employment of or otherwise in connection with the	117
						Vessel	118
	3.1 Crew Management		50		(iii)	providing voyage estimates and accounts and calculating of	119
	(only applicable if agreed according to Box 5)		51			hire, freights, demurrage and/or dispatch moneys due from	120
	The Managers shall provide suitably qualified Crew for the Vessel		52			or due to the charterers of the Vessel;	121
	as required by the Owners in accordance with the STCW95		53		(iv)	issuing of voyage instructions;	122
	requirements, provision of which includes but is not limited to		54		(v)	appointing agents;	123
	the following functions:		55
	(i)	selecting and engaging the Vessel’s Crew, including payroll	56

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“SHIPMAN 98” Standard Ship Management Agreement

	(vi)	appointing stevedores;	124			In accordance with sub-clause 3.2, the Owners shall procure that	186
	(vii)	arranging surveys associated with the commercial operation	125			the requirements of the law of the flag of the Vessel are satisfied	187
		of the Vessel.	126			and that they, or such other entity as may be appointed by them	188
						and identified to the Managers, shall be deemed to be the	189
	3.4 Insurance Arrangements’		127			“Company” as defined by the ISM Code assuming the responsibility	190
	(only applicable if agreed according to Box 8)		128			for the operation of the Vessel and taking over the duties and	191
	The Managers shall arrange insurances in accordance with		129			responsibilities posed by the ISM Code when applicable.	192
	Clause 6, on such terms and conditions as the Owners shall		130
	have instructed or agreed, in particular regarding conditions,		131	6.	Insurance Policies		193
	insured values, deductibles and franchises.		132		The Owners shall procure, whether by instructing the Managers		194
					under sub-clause 3.4 or otherwise, that throughout the period of		195
	3.5 Accounting Services		133		this Agreement:		196
	(only applicable if agreed according to Box 9)		134		6.1 at the Owners’ expense, the Vessel is insured for not less		197
	The Managers shall:		135		than her sound market value or entered for her full gross tonnage,		198
	(i)	establish an accounting system which meets the	136		as the case may be for:		199
		requirements of the Owners and provide regular accounting	137		(i)	usual hull and machinery marine risks (including crew	200
		services, supply regular reports and records,	138			negligence) and excess liabilities;	201
	(ii)	maintain the records of all costs and expenditure incurred	139		(ii)	protection and indemnity risks (including pollution risks and	202
		as well as data necessary or proper for the settlement of	140			Crew Insurance); and	203
		accounts between the parties.	141		(iii)	war risks (including protection and indemnity and crew risks)	204
					in accordance with the best practice of prudent owners of		205
	3.6 Sale or Purchase of the Vessel		142		vessels of a similar type to the Vessel, with first class insurance		206
	(only applicable if agreed according to Box 10)		143		companies, underwriters or associations (“the Owners’		207
	The Managers shall, in accordance with the Owners’ instructions,		144		Insurances”);		208
	supervise the sale or purchase of the Vessel, including the		145		6.2 all premiums and calls on the Owners’ Insurances are paid		209
	performance of any sale or purchase agreement, but not		146		promptly by their due date.		210
	negotiation of the same.		147		6.3 the Owners’ Insurances name the managers and, subject		211
					to underwriters’ agreement, any third party designated by the		212
	3.7 Provisions (only applicable if agreed according to Box 11)		148		Managers as a joint assured, with full cover, with the Owners		213
	The Managers shall arrange for the supply of provisions.		149		obtaining cover in respect of each of the insurances specified in		214
					sub-clause 6.1:		215
	3.8 Bunkering (only applicable if agreed according to Box 12)		150		(i)	on terms whereby Managers and any such third party	216
	The Managers shall arrange for the provision of bunker fuel of the		151			are liable in respect of premiums or calls arising in connection	217
	quality specified by the Owners as required for the Vessel’s trade.		152			with the Owners’ Insurances, or	218
					(ii)	if reasonably obtainable, on terms such that neither the	219
4.	Managers’ Obligations		153			Managers nor any such third party shall be under any	220
	4.1 The Managers undertake to use their best endeavours to		154			liability in respect of premiums or calls arising in connection	221
	provide the agreed Management Services as agents for and on		155			with the Owners’ Insurances, or	222
	behalf of the Owners in accordance with sound ship management		156		(iii)	on such other terms as may be agreed in writing.	223
	practice and to protect and promote the interests of the Owners in		157		Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left		224
	all matters relating to the provision of services hereunder.		158		blank then (i) applies.		225
	Provided, however, that the Managers in the performance of their		159		6.4 written evidence is provided, to the reasonable satisfaction		226
	management responsibilities under this Agreement shall be entitled		160		of the Managers, of their compliance with their obligations under		227
	to have regard to their overall responsibility in relation to all vessels		161		Clause 6 within a reasonable time of the commencement of		228
	as may from time to time be entrusted to their management and		162		the Agreement, and of each renewal date and, if specifically		229
	in particular, but without prejudice to the generality of the foregoing,		163		requested, of each payment date of the Owners’ Insurances.		230
	the Managers shall be entitled to allocate available supplies,		164
	manpower and services in such manner as in the prevailing		165	7.	Income Collected and Expenses Paid on Behalf of Owners		231
	circumstances the Managers in their absolute discretion consider		166		7.1 All moneys collected by the managers under the terms of		232
	to be fair and reasonable.		167		this Agreement (other than moneys payable by the Owners to		233
	4.2 Where the Managers are providing Technical Management		168		the Managers) and any interest thereon shall be held to the		234
	in accordance with sub-clause 3.2, they shall procure that the		169		credit of the Owners in a separate bank account.		235
	requirements of the law of the flag of the Vessel are satisfied and		170		7.2 All expenses incurred by the Managers under the terms		236
	they shall in particular be deemed to be the “Company” as defined		171		of this Agreement on behalf of the Owners (including expenses		237
	by the ISM Code, assuming the responsibility for the operation of		172		as provided in Clause 8) may be debited against the Owners		238
	the Vessel and taking over the duties and responsibilities imposed		173		in the account referred to under sub-clause 7.1 but shall in any		239
	by the ISM Code when applicable.		174		event remain payable by the Owners to the Managers on		240
					demand.		241
5.	Owners’ Obligations		175
	5.1 The Owners shall pay all sums due to the Managers punctually		176	8.	Management Fee		242
	in accordance with the terms of this Agreement.		177		8.1 The Owners shall pay to the Managers for their services		243
	5.2 Where the Managers are providing Technical Management		178		as Managers under this Agreement an annual management		244
	in accordance with sub-clause 3.2, the Owners shall:		179		fee as stated in Box 15 which shall be payable by equal		245
	(i)	procure that all officers and ratings supplied by them or on	180		monthly instalments in advance, the first instalment being		246
		their behalf comply with the requirements of STCW95;	181		payable on the commencement of this Agreement (see Clause		247
	(ii)	instruct such officers and ratings to obey all reasonable orders	182		2 and Box 4) and subsequent instalments being payable every		248
		of the Managers in connection with the operation of the	183		month.		249
		Managers’ safety management system.	184		8.2 The management fee shall be subject to an annual review		250
	5.3  Where the Managers are not providing Technical Management		185

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“SHIPMAN 98” Standard Ship Management Agreement

	on the anniversary date of the Agreement and the proposed		251		Management Services.	317
	fee shall be presented in the annual budget referred to in sub-		252
	clause 9.1.		253	10.	Managers’ Right to Sub-Contract	318
	8.3 The Managers shall, at no extra cost to the Owners, provide		254		The Managers shall not have the right to sub-contract any of	319
	their own office accommodation, office staff, facilities and		255		their obligations hereunder, including those mentioned in sub-	320
	stationery. Without limiting the generality of Clause 7 the Owners		256		clause 3.1, without the prior written consent of the Owners which	321
	shall reimburse the Managers for postage and communication		257		shall not be unreasonably withheld. In the event of such a sub-	322
	expenses, traveling expenses, and other out of pocket		258		contract the Managers shall remain fully liable for the due	323
	expenses properly incurred by the Managers in pursuance of		259		performance of their obligations under this Agreement.	324
	the Management Services.		260
	8.4 In the event of the appointment of the Managers being		261	11.	Responsibilities.	325
	terminated by the Owners or the Managers in accordance with		262		11.1 Force Majeure - Neither the Owners nor the Managers	326
	the provisions of Clauses 17 and 18 other than by reason of		263		shall be under any liability for any failure to perform any of their	327
	default by the Managers, or if the Vessel is lost, sold or otherwise		264		obligations hereunder by reason of any cause whatsoever of	328
	disposed of, the “management fee” payable to the Managers		265		any nature or kind beyond their reasonable control.	329
	according to the provisions of sub-clause 8.1, shall continue to		266		11.2 Liability to Owners - (i) Without prejudice to sub-clause	330
	be payable for a further period of three calendar months as		267		11.1, the Managers shall be under no liability whatsoever to the	331
	from the termination date. In addition, provided that the		268		Owners for any loss, damage, delay or expense of whatsoever	332
	Managers provide Crew for the Vessel in accordance with sub-		269		nature, whether direct or indirect, (including but not limited to	333
	clause 3.1:		270		loss of profit arising out of or in connection with detention of or	334
	(i)	the Owners shall continue to pay Crew Support Costs during	271		delay to the Vessel) and howsoever arising in the course of	335
		the said further period of three calendar months 90 days or as	272		performance of the Management Services UNLESS same is	336
		otherwise agreed and			provided to have resulted solely from the negligence, gross	337
	(ii)	the Owners shall pay an equitable proportion of any	273		negligence or wilful default of the Managers or their employees,	338
		Severance Costs which may materialize, not exceeding	274		or agents or sub-contractors employed by them in connection	339
		the amount stated in Box 16.	275		with the Vessel, in which case (save where loss, damage, delay	340
	8.5 If the Owners decide to lay-up the Vessel whilst this		276		or expense has resulted from the Managers’ personal act or	341
	Agreement remains in force and such lay-up lasts for more		277		omission committed with the intent to cause same or recklessly	342
	than three months, an appropriate reduction of the management		278		and with knowledge that such loss, damage, delay or expense	343
	fee for the period exceeding three months until one month		279		would probably result) the Managers’ liability for each incident	344
	before the Vessel is again put into service shall be mutually		280		or series of incidents giving rise to a claim or claims shall never	345
	agreed between the parties.		281		exceed a total of ten times the annual management fee payable	346
	8.6 Unless otherwise agreed in writing all discounts and		282		hereunder.	347
	commissions obtained by the Managers in the course of the		283		(ii)         Notwithstanding anything that may appear to the contrary in	348
	management of the Vessel shall be credited to the Owners.		284		this Agreement, the Managers shall not be liable for any of the	349
					actions of the Crew, even if such actions are negligent, grossly	350
9.	Budgets and Management of Funds		285		negligent or wilful, except only to the extent that they are shown	351
	9.1 The Managers shall present to the Owners annually a		286		to have resulted from a failure by the Managers to discharge	352
	budget for the following calendar yeartwelve months in such form as		287		their obligations under sub-clause 3.1, in which case their liability	353
	the				shall be limited in accordance with the terms of this Clause 11.	354
	Owners require. The budget for the first year hereof is set out		288		11.3 Indemnity - Except to the extent and solely for the amount	355
	in Annex “C” hereto. Subsequent annual budgets shall be		289		therein set out that the Managers would be liable under sub-	356
	prepared by the Managers and submitted to the Owners not		290		clause 11.2, the Owners hereby undertake to keep the Managers	357
	less than three months before commencement of the budget		291		and their employees, agents and sub-contractors indemnified	358
	yearthe anniversary date of the				and to hold them harmless against all actions, proceedings,	359
	commencement of this Agreement (see Clause 2 and Box 4).		292		claims, demands or liabilities whatsoever or howsoever arising	360
	9.2 The Owners shall indicate to the Managers their acceptance		293		which may be brought against them or incurred or suffered by	361
	and approval of the annual budget within one month of		294		them arising out of or in connection with the performance of the	362
	presentation and in the absence of any such indication the		295		Agreement, and against and in respect of all costs, losses,	363
	Managers shall be entitled to assume that the Owners have		296		damages and expenses (including legal costs and expenses on	364
	accepted the proposed budget.		297		a full indemnity basis) which the Managers may suffer or incur	365
	9.3 Following the agreement of the budget, the Managers shall		298		(either directly or indirectly) in the course of the performance of	366
	prepare and present to the Owners their estimate of the working		299		this Agreement.	367
	capital requirement of the Vessel and the Managers shall each		300		11.4 “Himalaya” - It is hereby expressly agreed that no	368
	month up-date this estimate. Based thereon, the Managers shall		301		employee or agent of the Managers (including every sub-	369
	each month request the Owners in writing for the funds required		302		contractor from time to time employed by the Managers) shall in	370
	to run the Vessel for the ensuing month, including the payment		303		any circumstances whatsoever be under any liability whatsoever	371
	of any occasional or extraordinary item of expenditure, such as		304		to the Owners for any loss, damage or delay of whatsoever kind	372
	emergency repair costs, additional insurance premiums, bunkers		305		arising or resulting directly or indirectly from any act, neglect or	373
	or provisions. Such funds shall be received by the Managers		306		default on his part while acting in the course of or in connection	374
	within ten running days after the receipt by the Owners of the		307		with his employment and, without prejudice to the generality of	375
	Managers’ written request and shall be held to the credit of the		308		the foregoing provisions in this Clause 11, every exemption,	376
	Owners in a separate bank account.		309		limitation, condition and liberty herein contained and every right,	377
	9.4 The Managers shall produce a comparison between		310		exemption from liability, defence and immunity of whatsoever	378
	budgeted and actual income and expenditure of the Vessel in		311		nature applicable to the Managers or to which the Managers are	379
	such form as required by the Owners monthly or at such other		312		entitled hereunder shall also be available and shall extend to	380
	intervals as mutually agreed.		313		protect every such employee or agent of the Managers acting	381
	9.5 Notwithstanding anything contained herein to the contrary,		314		as aforesaid and for the purpose of all the foregoing provisions	382
	the Managers shall in no circumstances be required to use or		315		of this Clause 11 the Managers are or shall be deemed to be	383
	commit their own funds to finance the provision of the		316

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“SHIPMAN 98” Standard Ship Management Agreement

	acting as agent or trustee on behalf of and for the benefit of all	384		with immediate effect by notice in writing if any moneys		443
	persons who are or might be their servants or agents from time	385		payable by the Owners under this Agreement and/or the		444
	to time (including sub-contractors as aforesaid) and all such	386		owners of any associated vessel, details of which are listed		445
	persons shall to this extent be or be deemed to be parties to this	387		in Annex “D”, shall not have been received in the Managers’		446
	Agreement.	388		nominated account within ten running days of receipt by		447
				the Owners of the Managers written request or if the Vessel		448
12.	Documentation	389		is repossessed by the Mortgagees.		449
	Where the Managers are providing Technical Management in	390		(ii)	If the Owners:	450
	accordance with sub-clause 3.2 and/or Crew Management in	391			(a) fail to meet their obligations under sub-clauses 5.2	451
	accordance with sub-clause 3.1, they shall make available,	392			and 5.3 of this Agreement for any reason within their	452
	upon Owners’ request, all documentation and records related	393			control, or	453
	to the Safety Management System (SMS) and/or the Crew	394			(b) proceed with the employment of or continue to employ	454
	which the Owners need in order to demonstrate compliance	395			the Vessel in the carriage of contraband, blockade	455
	with the ISM Code and STCW95 or to defend a claim against	396			running, or in an unlawful trade, or on a voyage which	456
	a third party.	397			in the reasonable opinion of the Managers is unduly	457
					hazardous or improper,	458
13.	General Administration	398		the Managers may give notice of the default to the Owners,		459
	13.1 The Managers shall handle and settle all claims arising	399		requiring them to remedy it as soon as practically possible.		460
	out of the Management Services hereunder and keep the Owners	400		In the event that the Owners fail to remedy it within a		461
	informed regarding any incident of which the Managers become	401		reasonable time to the satisfaction of the Managers, the		462
	aware which gives or may give rise to claims or disputes involving	402		Managers shall be entitled to terminate the Agreement		463
	third parties.	403		with immediate effect by notice in writing.		464
	13.2 The Managers shall, as instructed by the Owners, bring	404		18.2 Managers’ Default		465
	or defend actions, suits or proceedings in connection with matters	405		If the Managers fail to meet their obligations under Clauses 3		466
	entrusted to the Managers according to this Agreement.	406		and 4 of this Agreement for any reason within the control of the		467
	13.3 The Managers shall also have power to obtain legal or	407		Managers, the Owners may give notice to the Managers of the		468
	technical or other outside expert advice in relation to the handling	408		default, requiring them to remedy it as soon as practically		469
	and settlement of claims and disputes or all other matters	409		possible. In the event that the Managers fail to remedy it within a		470
	affecting the interests of the Owners in respect of the Vessel.	410		reasonable time to the satisfaction of the Owners, the Owners		471
	13.4 The Owners shall arrange for the provision of any	411		shall be entitled to terminate the Agreement with immediate effect		472
	necessary guarantee bond or other security.	412		by notice in writing.		473
	13.5 Any costs reasonably incurred by the Managers in	413		18.3 Extraordinary Termination		474
	carrying out their obligations according to Clause 13 shall be	414		This Agreement shall be deemed to be terminated in the case of		475
	reimbursed by the Owners.	415		the sale of the Vessel or if the Vessel becomes a total loss or is		476
	13.6 The Managers shall, as instructed by Owners provide Key			declared as a constructive or compromised or arranged total		477
	Performance Indicators (KPIs) in the agreed format (see Annex			loss or is requisitioned.		478
	E). These KPIs to be provided to the Owners by the 10th of each			18.4 For the purpose of sub-clause 18.3 hereof		479
	month. The format is to be reviewed annually or as necessary.			(i) the date upon which the Vessel is to be treated as having		480
				been sold or otherwise disposed of shall be the date on		481
14.	Auditing	416		which the Owners cease to be registered as Owners of		482
	The Managers shall at all times maintain and keep true and	417		the Vessel;		483
	correct accounts and shall make the same available for inspection	418		(ii) the Vessel shall not be deemed to be lost unless either		484
	and auditing by the Owners at such times as may be mutually	419		she has become an actual total loss or agreement has		485
	agreed. On the termination, for whatever reasons, of this	420		been reached with her underwriters in respect of her		486
	Agreement, the Managers shall release to the Owners, if so	421		constructive, compromised or arranged total loss or if such		487
	requested, the originals where possible, or otherwise certified	422		agreement with her underwriters is not reached it is		488
	copies, of all such accounts and all documents specifically relating	423		adjudged by a competent tribunal that a constructive loss		489
	to the Vessel and her operation.	424		of the Vessel has occurred.		490
				18.5 This Agreement shall terminate forthwith in the event of		491
15.	Inspection of Vessel	425		an order being made or resolution passed for the winding up,		492
	The Owners shall have the right at any time after giving	426		dissolution, liquidation or bankruptcy of either party (otherwise		493
	reasonable notice to the Managers to inspect the Vessel for any	427		than for the purpose of reconstruction or amalgamation) or if a		494
	reason they consider necessary.	428		receiver is appointed, or if it suspends payment, ceases to carry		495
				on business or makes any special arrangement or composition		496
16.	Compliance with Laws and Regulations	429		with its creditors.		497
	The Managers will not do or permit to be done anything which	430		18.6 The termination of this Agreement shall be without		498
	might cause any breach or infringement of the laws and	431		prejudice to all rights accrued due between the parties prior to		499
	regulations of the Vessel’s flag, or of the places where she trades.	432		the date of termination.		500
17.	Duration of the Agreement	433	19.	Law and Arbitration		501
	This Agreement shall come into effect on the day and year stated	434		19.1 This Agreement shall be governed by and construed in		502
	in Box 4 and shall continue until the date stated in Box 17.	435		accordance with English law and any dispute arising out of or		503
	Thereafter it shall continue until terminated by either party giving	436		in connection with this Agreement shall be referred to arbitration		504
	to the other notice in writing, in which event the Agreement shall	437		in London in accordance with the Arbitration Act 1996 or		505
	terminate upon the expiration of a period of (90) days or as	438		any statutory modification or re-enactment thereof save to		506
	otherwise agreedtwo months from the			the extent necessary to give effect to the provisions of this		507
	date upon which such notice was given.	439		Clause.		508
				The arbitration shall be conducted in accordance with the		509
18.	Termination	440		London Maritime Arbitrators Association (LMAA) Terms		510
	18.1 Owners’ default	441
	(i) The Managers shall be entitled to terminate the Agreement	442

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“SHIPMAN 98” Standard Ship Management Agreement

current at the time when the arbitration proceedings are	511		19.3 This Agreement shall be governed by and construed	554
commenced.	512		in accordance with the laws of the place mutually agreed by	555
The reference shall be to three arbitrators. A party wishing	513		the parties and any dispute arising out of or in connection	556
to refer a dispute to arbitration shall appoint its arbitrator	514		with this Agreement shall be referred to arbitration at a	557
and send notice of such appointment in writing to the other	515		mutually agreed place, subject to the procedures applicable	558
party requiring the other party to appoint its own arbitrator	516		there.	559
within 14 calendar days of that notice and stating that it will	517		19.4 If Box 18 in Part I is not appropriately filled in, sub-	560
appoint its arbitrator as sole arbitrator unless the other party	518		clause 19.1 of this Clause shall apply.	561
appoints its own arbitrator and gives notice that it has done	519
so within the 14 days specified. If the other party does not	520		Note: 19.1, 19.2 and 19.3 are alternatives; indicate	562
appoint its own arbitrator and give notice that it has done so	521		alternative agreed in Box 18.	563
within the 14 days specified, the party referring a dispute to	522
arbitration may, without the requirement of any further prior	523	20.	Notices	564
notice to the other party, appoint its arbitrator as sole	524		20.1 Any notice to be given by either party to the other	565
arbitrator and shall advise the other party accordingly. The	525		party shall be in writing and may be sent by fax, telex,	566
award of a sole arbitrator shall be binding on both parties	526		registered or recorded mail or by personal service followed by a	567
as if he had been appointed by agreement.	527		copy by e-mail.
Nothing herein shall prevent the parties agreeing in writing	528		20.2 The address of the Parties for service of such	568
to vary these provisions to provide for the appointment of a	529		communication shall be as stated in Boxes 19 and 20,	569
sole arbitrator.	530		respectively.	570
In cases where neither the claim nor any counterclaim	531
exceeds the sum of USD50,000 (or such other sum as the	532	21.	BIMCO MLC Clause for SHIPMAN 98
parties may agree) the arbitration shall be conducted in	533		For purposes of this Clause:
accordance with the LMAA Small Claims Procedure current	534
at the time when the arbitration proceedings are commenced.	535		“MLC” means the International Labour Organisation (ILO) Maritime
19.2 This Agreement shall be governed by and construed	536		Labour Convention (MLC 2006) and any amendment thereto or
in accordance with Title 9 of the United States Code and	537		substitution thereof.
the Maritime Law of the United States and any dispute	538
arising out of or in connection with this Agreement shall be	539		“Shipowner” shall mean the party named as “shipowner” on the
referred to three persons at New York, one to be appointed	540		Maritime Labour Certificate for the Vessel.
by each of the parties hereto, and the third by the two so	541
chosen; their decision or that of any two of them shall be	542		(a) Subject to Clause 3 (Basis of Agreement), the Managers shall, to
final, and for the purposes of enforcing any award,	543		the extent of their Management Services, assume the Shipowner’s
judgment may be entered on an award by any court of	544		duties and responsibilities imposed by the MLC for the Vessel, on
competent jurisdiction. The proceedings shall be conducted	545		behalf of the Shipowner.
in accordance with the rules of the Society of Maritime	546
Arbitrators, Inc.	547		(b) The Owners shall ensure compliance with the MLC in respect of
In cases where neither the claim nor any counterclaim	548		any crew members supplied by them or on their behalf.
exceeds the sum of USD50,000 (or such other sum as the	549
parties may agree) the arbitration shall be conducted in	550		(c) The Owners shall procure, whether by instructing the Managers
accordance with the Shortened Arbitration Procedure of the	551		under Clause 6 (Insurance Policies) or otherwise, insurance cover or
Society of Maritime Arbitrators, Inc. current at the time when	552		financial security to satisfy the Shipowner’s financial security
the arbitration proceedings are commenced.	553		obligations under the MLC.

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

ANNEX “E” TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT – CODE NAME: SHIPMAN 98

Date of Agreement:

11 April 2014

Name of Vessel(s):

PGN FSRU Lampung, IMO 9629524

KEY PERFORMANCE INDICATORS

See Separate Form to use in Appendix 1 “Marine Accidents 2014: Independence” to Annex “E”.

Appendix 1 “Marine Accidents 2014: Independence” to Annex “E”

Shipman 98 dated 10 April 2014

Marine Accidents 2014: PGN FSRU Lampung, IMO No. 9629524

	Jan	Feb	Mar	Apr	May	Jun	Jul	Aug	Sep	Oct	Nov	Dec
N° of Lost Workday Cases (LWC)	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00
N° of Restricted Work Cases (RWC)	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00
N° of Medical Treatment Cases (MTC)	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00
N° of First Aid Cases (FAC)	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00
N° of Fatalities	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00
N° of Permanent Total Disability (PTD)	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00
N° of Permanent Partial Disability (PPD)	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00
N° of Near Misses	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00
N° of Exposure Hours	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00
N° of Lost Time Injuries (LTIs)	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00

Date and place:

Observation title:

Description:

Root Cause

Direct Cause

Consequenses

Immediate Action

Preventive action

US 2508244v.1

EX-10

EXHIBIT 10.20

Date: 13 March 2013

Hoegh LNG Lampung Pte Ltd

PT Bahtera Daya Utama

Shareholders’ Agreement

relating to the establishment of a company to provide and operate floating storage regasification facilities offshore Lampung in the Republic of Indonesia

Contents

1.	Definitions and Interpretation	1
2.	Conditions	8
3.	Business of the Company	8
4.	Preliminary Business and Business Undertaking	9
5.	Conduct of the Company’s Affairs	9
6.	Funding	10
7.	Provision of Services	10
8.	Management of the Company	10
9.	General meeting of Shareholders	14
10.	Administration of the Company	15
11.	Dividend policy	15
12.	Intellectual Property Rights	15
13.	Company Accounts	15
14.	Tax Matters	16
15.	Deadlock	16
16.	Share Ownership and Transfers of Shares	17
17.	Call Option	18
18.	Completion of Transfer of Shares	18
19.	Default Event	20
20.	Duration and Termination	21
21.	Consequences of Termination	21
22.	Winding up	21
23.	Warranties	22
24.	Confidentiality	22
25.	Anti-Corruption	24
26.	Indemnity	24
27.	General Provisions	25

Schedule 1: Deed of Adherence	31
Schedule 2: Conditions	35
Schedule 3: Business of the Company	36
Schedule 4: Financing Requirements	37
Schedule 5: Super Majority Matters	39
Schedule 6: Default Events	40
Schedule 7: Preliminary Business	41
Schedule 8: Services	42
Schedule 9: Guarantee	43
Approved form documents:

1.	Articles of Association
2.	Equity Loan Agreement

THIS AGREEMENT is made the 13th day of March 2013

BETWEEN:

(1) Hoegh LNG Lampung Pte Ltd, a company organised and existing under the laws of Singapore whose registered office is at 4 Robinson Road, The House of Eden #05-01, Singapore 048543 (“HLNG”);

(2) PT Bahtera Daya Utama, a company organised and existing under the laws of the Republic of Indonesia whose registered office is at Jalan Ampera Raya No. 9-10, Jakarta Selatan 12550, Indonesia (“[Domestic Partner]”); and

RECITALS:

(A) Höegh LNG Ltd, an Affiliate of HLNG incorporated in Bermuda (“Höegh LNG Ltd”), entered into the Project Agreements in connection with the provision to PGN of LNG regasification facilities offshore Lampung for the term of the LOM Agreement (the “Project”).

(B) Under the LOM Agreement, a floating storage and regasification unit (“FSRU”) and mooring are to be provided for the Project.

(C) The parties have agreed to establish the Company, inter alia, to assume obligations under and perform the Project Agreements, and to make provision for the management and administration of the Company and its Business on the terms of this agreement.

OPERATIVE PROVISIONS:

1. Definitions and Interpretation

1.1 Definitions

In this agreement the following expressions have the following meanings unless the context otherwise requires:

“A Shares” means the Shares designated as “Class A Shares” in the Articles of Association;

“Affiliate” means, in relation to any person (the “first-mentioned person”), any other person that, directly or indirectly via any number of intermediaries, is Controlled by, under the common Control with, or Controls the first-mentioned person;

“Articles of Association” means the articles of association of the Company to be adopted pursuant to section 2 of Schedule 2 in the approved form, as the same may be amended from time to time in accordance with the terms of this agreement;

“Associated Person” has the meaning given to that expression in Clause 25;

“B Shares” means the Shares designated as “Class B Shares” in the Articles of Association;

“BKPM” means the Indonesian Investment Coordinating Board (Badan Koordinasi Penanaman Modal);

“Board of Commissioners” means the board of commissioners of the Company for the time being;

“Board of Commissioners Meeting” means a duly convened meeting of the Board of Commissioners;

“Board of Directors” means the board of directors of the Company for the time being;

1

“Board of Directors Meeting” means a duly convened meeting of the Board of Directors;

“Business” means the business of the Company as described in Clause 3, and such other business as the Shareholders may agree from time to time in writing should be carried on by the Company;

“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in Jakarta are open for business;

“Cash Call” has the meaning given to that expression in Clause 6(c);

“Commissioner” means a commissioner of the Company for the time being;

“Company” means the limited liability (foreign investment status company (Perusahaah Modal Asing)) to be established under this agreement in accordance with Indonesian law;

“Company Law” means the Indonesian Law on Limited Liability Company (Law No. 40 of 2007);

“Condition Satisfaction Time” means, in respect of each Condition, the day opposite that Condition in Schedule 2;

“Conditions” means the conditions set out in Schedule 2;

“Confidential Information” has the meaning given to that expression in Clause 24;

“Consortium Agreement” means the consortium agreement to be entered into between Höegh LNG Ltd and PT Rekayasa Industri;

“Control” means in relation to an Entity, directly or indirectly holding or controlling either:

(a) a majority of the voting rights exercisable at general meetings of the shareholders of that Entity on all, or substantially all, matters; or

(b) the right to appoint or remove commissioners or directors having a majority of the voting rights exercisable at meetings of the board of commissioners or board of directors, respectively, of that Entity on all, or substantially all, matters,

and “Controls”, “Controlled”, and cognate terms shall be construed accordingly;

“Deadlock” has the meaning given to that expression in Clause 15(a);

“Deadlock Notice” has the meaning given to that expression in Clause 15(c);

“Deadlock Shareholder” has the meaning given to that expression in Clause 15(a);

“Deed of Adherence” means a deed of adherence in substantially the form set out in Schedule 1;

“Default Event” has the meaning given to that expression in Schedule 6.

“Defaulting Domestic Partner” has the meaning given to that expression in Clause 19(g);

“Director” means a director of the Company for the time being;

“Dollars” means the lawful currency of the United States of America;

2

“Domestic Partner” means each of PT Bahtera Daya Utama and each other holder of B Shares for the time being;

“Domestic Partner Commissioner” has the meaning given to that expression in Clause 8.3(c);

“Domestic Partner Director” has the meaning given to that expression in Clause 8.1(c);

“Entity” means a body corporate or partnership or an unincorporated association, whether or not a legal person, carrying on trade or a business with or without a view to profit;

“Environment” means air (including air within buildings and air within other natural or man made structures above or below ground), water (including groundwater and water in drains and/or sewers and territorial, coastal and inland waters), land (including soil and subsoil and land under any water) and any organisms or ecosystems;

“Environmental Damage” means all or any of the following:

(a) any pollution or contamination, or discharge, emission, spill, release or threatened release into the Environment of any Hazardous Substance, created by or arising or emanating or resulting from or in connection with the FSRU or otherwise in connection with performance or breach of this agreement;

(b) breach of Indonesian environmental laws by the Company;

(c) noise, vibration, radiation, dust, waste or odour nuisance arising from or in connection with the FSRU; and

(d) exposure of a person to Hazardous Substances in respect of which the Company is responsible or liable;

“Equity Loan Agreement” means each loan agreement in the approved form to be entered into between HLNG and/or its Affiliate and each Domestic Partner to finance the provision by that Domestic Partner of capital to the Company;

“Equity Loan Lender” means each Lender as defined under each Equity Loan Agreement;

“Financing Agreements” has the meaning given to that expression in Schedule 4;

“Financing Requirements” means the requirements of Schedule 4;

“FSRU” has the meaning given to it in Recital (B);

“Group” means, in respect of a Shareholder, that Shareholder and each of its Affiliates (excluding the Company);

“Guarantee” means an instrument given in substantially the same form as that set out in Schedule 9 in respect of:

(a) PT Bahtera Daya Utama , by PT Imeco Inter Sarana; and

(b) any other Domestic Partner, by such person as HLNG may require provides a guarantee pursuant to any Equity Loan Agreement or transfer of Shares;

“Hazardous Substance” means any substance (whether in solid, liquid or gaseous form) which alone or in combination with others is capable of causing harm to human health or to the Environment;

3

“HLNG Commissioner” has the meaning given in Clause 8.3(b);

“HLNG Director” has the meaning given in Clause 8.1(b);

“Indonesia” means the Republic of Indonesia, and “Indonesian” shall be construed accordingly;

“Indonesian Person” means a natural person having an Indonesian nationality;

“Indonesian Entity” means an Indonesian Person or, in relation to a body corporate, a limited liability company incorporated in, and subject to the laws of, the Republic of Indonesia whose shareholding is entirely owned directly or indirectly by Indonesian Persons or Indonesian Entities;

“Intellectual Property Rights” means copyrights, trade and service marks, trade names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how, registered designs, design rights, patents, domain names (URLs), utility models, all rights of whatsoever nature in computer software and data, all rights of privacy and all intangible rights and privileges of a nature similar or allied to any of the foregoing, in every case in any part of the world and whether or not registered, and including all granted registrations and all applications for registration, renewal, division or reissue in respect of any of the same;

“Lenders” has the meaning given to that expression in Schedule 4;

“LIBOR” means the London inter-bank offered rate for three-month U.S. dollar deposits which appears on the appropriate page of the Reuters screen (or such other page as may replace that page for the purpose of displaying offered rates of leading banks for London inter-bank deposits as aforesaid) as at 11.00 a.m. (London time) on the relevant day; provided, however, that if this rate is not available, then the arithmetic mean of the rates quoted by Reference Banks for 90-day U.S. dollar deposits at approximately 11.00 a.m. (London time) on the relevant day for value two (2) Banking Days later in London, or, if this rate is not available, the rate published on the relevant date in the Financial Times at which U.S. Dollar deposits were offered in the London inter-bank market for a period of three months, or, if this rate is not available, the rate then quoted by such bank as HLNG determines in consultation with the Domestic Partners.

“LOM Agreement” means the amended and restated lease, operation and maintenance agreement dated 17 October 2012 between Höegh LNG Ltd and PGN;

“Minimum Indonesian Participation” means, at any given time, the minimum shareholding (expressed as a percentage of the Shares) in the Company which must be held by an Indonesian Entity as mandated by the applicable investment regulations in Indonesia;

“MOLHR” means the Indonesian Minister of Law and Human Rights;

“Mooring Construction Contract” means the agreement dated 16 November 2012 between Höegh LNG Ltd and SOFEC, Inc. for the construction of a mooring to be installed at Lampung, Indonesia;

“Mooring Installation Contract” means the agreement to be entered into between Höegh LNG Ltd or the Company and a contractor] for the installation of a mooring at Lampung, Indonesia;

“PGN” means PT Perusahaan Gas Negara (Persero) Tbk;

“Preliminary Business” means the business specified to in Schedule 7;

“President Commissioner” has the meaning given to that expression in Clause 8.3(b)(ii);

“President Director” has the meaning given to that expression in Clause 8.1(b)(ii);

“Project” has the meaning given to that expression in Recital (A);

4

“Project Agreements” means the LOM Agreement, the Umbrella Agreement, the Consortium Agreement, Mooring Construction Contract and the Mooring Installation Contract;

“Proposed Purchaser” means a person who proposes to purchase Shares and which at the relevant time has made a bona fide offer for the relevant Shares on arm’s length terms;

“Remedial Works” means one or more of the following:

(a) inspecting, investigating, assessing, sampling or monitoring works in relation to a Hazardous Substance;

(b) carrying out works to treat, abate, remove, remediate, control or contain the presence, effect or potential effect of a Hazardous Substance; or

(c) restoring the Environment;

“Services” means the services specified in Schedule 8;

“Shareholders” means the parties to this agreement and any other person to whom, from time to time, Shares are transferred in accordance with this agreement;

“Shares” means the shares in the capital of the Company, being the A Shares and the B Shares;

“Shipbuilding Contract” means the agreement dated 10 June 2011 as amended between Höegh LNG Ltd. and Hyundai Heavy Industries Co,, Ltd for the construction of the FSRU;

“SIUPAL” means a shipping licence (Surat Izin Usaha Perusahaan Angkutan Laut) granted pursuant to Law No.17 of 2008 regarding Shipping of the Republic of Indonesia;

“Super Majority Matter” means the matters specified in Schedule 5 as such;

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).means any tax, levy, impost, duty or other charge or withholding of a similar nature;

“Transfer Completion” has the meaning given in Clause 18(b);

“Transfer Notice” has the meaning given in Clause 18(a);

“Transfer Shares” has the meaning given in Clause 18(a);

“Umbrella Agreement” means the amended and restated umbrella agreement dated 17 October 2012 between Höegh LNG Ltd. and PGN.

1.2 Interpretation

In this agreement, unless the contrary intention appears:

(a) any reference to an enactment includes:

(i) that enactment as amended, extended, consolidated, re-enacted or applied by or under any other enactment before or after this agreement;

5

(ii) any enactment which that enactment re-enacts, consolidates or enacts in rewritten form (in each case with or without modification, and irrespective of whether the enactment which is re-enacted or consolidated has been or is subsequently repealed); and

(iii) any subordinate legislation made (before or after this agreement) under that or any other applicable enactment, including one within paragraphs (i) or (ii) above,

provided that, as between the parties, no such modification, consolidation or re-enactment shall apply for the purposes of this agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party;

(b) references to this agreement or any other agreement or document are to this agreement or such other agreement or document as it may be validly varied, amended, supplemented, restated, renewed, novated or replaced from time to time;

(c) any reference to:

(i) any party to this agreement includes a reference to its successors and permitted assigns under this agreement;

(ii) a person includes any natural person, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having a separate legal personality);

(iii) any document in the “approved form” means a document in a form approved by (and for the purpose of identification signed or initialled by or on behalf of) the parties to this agreement;

(iv) the singular includes the plural and vice versa, and reference to any gender includes the other genders;

(v) a time of day is to Jakarta time;

(vi) “written” or “in writing” includes all forms of visible reproduction in permanent form, including electronic messages;

(vii) “indemnify” and “indemnifying” any person against any circumstances or in respect of any act, omission, event or matter shall include indemnifying and keeping that person fully indemnified and held harmless on a continuing basis, on demand and on an after-tax basis from all actions, claims, demands and proceedings from time to time made against that person and all liabilities, losses, damages, fines and penalties and other payments, costs and expenses made or incurred by that person (including legal and other professional costs and associated value added tax) as a consequence of or which would not have arisen but for that circumstance, act, omission, event or matter;

(viii) an “encumbrance” includes any mortgage, charge, security interest, lien, pledge, assignment by way of security, hypothecation, equity, claim, right of pre-emption, option, covenant, restriction, reservation, lease, trust, order, decree, judgment, title defect (including retention of title claim), conflicting claim of ownership or any other encumbrance of any nature whatsoever;

(d) the expression “full title guarantee” in relation to the disposal of any matter shall imply the covenants referable to such expression contained in Sections 2 and 3 of the Law of Property (Miscellaneous Provisions) Act 1994 save that the word “reasonably” shall be deleted from the covenant set out in Section 2(1)(b) of that Act, and the covenant set out in Section 3(1) of that Act shall not be qualified by the words “other than any charges, incumbrances or rights which that person does not and could not reasonably be expected to know about”;

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(e) a reference to a “transfer” of a Share shall be deemed to include:

(i) any sale or other disposition by way of mortgage, charge or other security interest of the whole or any part of the legal or beneficial interest in any Share;

(ii) the grant of any put, call, forward contract, future or other option or contract or hedging instrument in connection with the whole or any part of the legal or beneficial interest in any Share;

(iii) any direction (by way of renunciation or otherwise) by a holder entitled to an allotment or transfer of a Share that a Share be allotted or issued or transferred to some person other than itself;

(iv) the creation of or entrance into any voting trust or other arrangement in respect of voting rights attaching to any Share (other than an appointment of a proxy or corporate representative in connection with a general meeting of the Company); and

(v) any other sale or other disposition of any legal or equitable interest in a Share, and whether or not by the relevant holder, whether or not for consideration, whether or not effected by an instrument in writing and whether or not made voluntarily or by operation of law;

(f) the expression “Insolvency Event” shall include, taken in respect of a party:

(i) any arrangement or composition with or for the benefit of creditors being proposed or entered into by or in relation to the party in question or any application for an interim order (including an interim administration order) or moratorium being made;

(ii) a liquidator, provisional liquidator, receiver, administrator, administrative receiver or person with similar powers taking possession of or being appointed over, or any distress, attachment, sequestration, execution or other process being levied or enforced (and not being discharged within 14 days) upon the whole or any part of the assets of the party in question;

(iii) the party in question ceasing or threatening to cease to carry on business, or admitting in writing its inability to pay or being or becoming unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 (without the need to prove any fact or matter to the satisfaction of the court) or suspending or threatening to suspend payment with respect to all or any class of its debts or becoming insolvent or commencing negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;

(iv) a petition being presented and (other than, in the case of an administration petition, any frivolous or vexatious petition or any petition which is actively defended) not being dismissed within 14 days of presentation or a meeting being convened for the purpose of considering a resolution for the winding up or dissolution of the party in question;

(v) the enforcement of a security interest (including the holder of a qualifying floating charge appointing an administrator or filing a notice of appointment with the court) over any assets of the party in question;

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(vi) to the extent that such an act is not specified in paragraphs (i) to (v) (inclusive) above, any legal process or proceeding which is instituted in relation to the party in question in connection with the insolvency of that party or the inability of that party to pay its debts as they fall due, provided that such process or proceeding is of equivalent or greater seriousness to the acts of insolvency so specified in the said paragraphs (i) to (v); or

(vii) the party in question suffering any event analogous to any of the foregoing in any jurisdiction to which the party in question is resident or subject to;

(g) the words “including” and “in particular” and any similar words or expressions are by way of illustration and emphasis only and do not operate to limit the generality or extent of any other words or expressions;

(h) expressions in this agreement appropriate to director, officers, documents or organs of companies, when used in relation to any person which is not a company, shall be construed as references to the most nearly corresponding persons, officers, documents or organs (as the case may be) appropriate to persons of that description;

(i) an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing includes, in respect of any jurisdiction other than England, a reference to what most nearly approximates in that jurisdiction to the English legal term; and

(j) any covenant by a party not to do an act or thing includes an obligation not to permit or suffer such act or thing to be done.

1.3 This agreement

(a) References in this agreement to Clauses and Schedules refer to clauses of, and schedules to, this agreement.

(b) All Schedules and the Recitals to this agreement form part of it and take effect as if set out in this agreement, and any reference to this agreement includes the Schedules and the Recitals.

(c) The index and headings in this agreement are for convenience only and do not affect its interpretation.

2. Conditions

(a) The Shareholders shall use their reasonable endeavours to satisfy or procure the satisfaction of each Condition before its Condition Satisfaction Time.

(b) The Shareholders shall promptly notify each other:

(i) after becoming aware of the satisfaction of each Condition; or

(ii) of anything which comes to that party’s attention which will or might prevent a Condition from being fulfilled by its Condition Satisfaction Time.

(c) HLNG may terminate this agreement by notifying the Domestic Partners at any time while a Condition remains unsatisfied after the relevant Conditions Satisfaction Time.

3. Business of the Company

(a) The business of the Company shall be that specified in Schedule 3.

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(b) The Company’s principal place of business shall be Jl. Jenderal Sudirman Kav 1, Jakarta 10220, Indonesia or such other location as the Board of Directors determine from time to time.

4. Preliminary Business and Business Undertaking

(a) Immediately following the establishment of the Company, the parties shall procure that a general meeting of the Company and a Board of Directors Meeting are held (waiving all relevant notice periods to the fullest extent possible) at which such resolutions are passed unanimously as may be necessary to complete the Preliminary Business.

(b) Each Domestic Partner shall at all times during the term of this agreement maintain its status as an Indonesian Entity and shall refrain from conducting any actions, including but not limited to changing, or allowing any changes, in its shareholding composition, which would cause a breach or non-compliance on the part of the Company of the Minimum Indonesian Participation.

(c) On establishment of the Company:

(i) PT Bahtera Daya Utama shall pay Company US$ 153.000 as paid-up capital for its Shares;

(ii) HLNG shall pay Company US$147.000 as paid-up capital for its Shares.

Or equivalent share of the paid-up capital required by Capital Investment Coordinating Board if this is higher or such amount as agreed by the Parties for the establishment of the Company.

5. Conduct of the Company’s Affairs

(a) Each Shareholder shall ensure that it, and each Director and Commissioner it appoints, take all such steps and do all such acts and things as may be necessary or desirable, including exercising all voting and other rights and powers of control available to it, in relation to the Company so as to procure (insofar as it is able to do so by the exercise of those rights and powers) that at all times during the term of this agreement:

(i) the Company is managed in accordance with this agreement; and

(ii) the Company performs and complies with all obligations on its part under this agreement.

(b) Without prejudice to paragraph (a) above, each Shareholder will:

(i) attend, or have a proxy attend on its behalf, all meetings of shareholders of the Company, including the general meeting of shareholders, of which proper notice has been given;

(ii) do all in its power to procure that its appointed Directors attend all Board of Directors Meetings of which proper notice has been given; and

(iii) do all in its power to procure that its appointed Commissioners attend all Board of Commissioners Meetings of which proper notice has been given,

and in each case shall vote, or procure that the relevant person votes (insofar as it is able to do so by the lawful exercise of its rights and powers), at such meeting in a manner consistent with and so to give effect to the terms and intended purpose of this agreement.

(c) Each Shareholder shall execute and deliver such instruments and documents as may be required or reasonably requested from time to time in order to carry out, effect and implement the parties’ respective rights and obligations under and in connection with this agreement.

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6. Funding

(a) The Domestic Partners shall comply with the Financing Requirements.

(b) The Board of Directors may determine that additional finance required by the Company, whether by provision of equity (including by subscription for Shares) or debt, shall be provided by:

(i) any member of HLNG’s Group or by any Lender or by any third party on such terms as HLNG or that Lender or that other third party (as the case may be) agrees and that the Board of Directors approves;

(ii) otherwise, by all the Shareholders in proportion to their shareholdings in the Company on such terms as the Board of Directors shall resolve; and the terms of the finance to be provided by each Shareholder must otherwise be identical.

(c) If the Board of Directors resolves the Shareholders are to provide finance under Clause 6(b), the Company shall give the Shareholders notice of the amount in Dollars they must provide to the Company and the terms on which it should be provided (such notice, a “Cash Call”), and provided that funding of a Cash Call shall not be required earlier than 3 Business Days after the date of such notice, and the Shareholders shall comply with those terms (subject to Clause 6(b)(i)).

(d) Each Domestic Partner shall deliver a Utilisation Request under the Equity Loan Agreement to which it is party in respect of each amount it is to provide pursuant to any Cash Call and, while that Domestic Partner is not in breach of this agreement and there exists no Default under and as defined in its Equity Loan Agreement, HLNG shall procure that the Equity Loan Lender complies with its obligations (if any) to make available that amount as a Loan under that Equity Loan Agreement.

(e) Each Domestic Partner hereby indemnifies and shall keep indemnified HLNG and the Company against any loss, cost, liability or expense arising from that Domestic Partner’s breach of this Clause 6.

7. Provision of Services

Each Domestic Partner shall procure the provision of the Services to the Company.

8. Management of the Company

8.1 The Board of Directors

(a) The management of the Company and the Business shall be undertaken by the Board of Directors. The Board of Directors shall consist of up to five and no less than three Directors.

(b) The holders of a majority in nominal value of A Shares issued by the Company shall be entitled at any time and from time to time:

(i) to require appointment of three Directors (each an “HLNG Director”),

(ii) to require appointment of the president Director of the Company (the “President Director”) from among the HLNG Directors; and

(iii) to require removal of any HLNG Director from office and appointment of any other person it specifies in place of any such HLNG Director.

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(c) Each holder of B Shares holding 25% or more of the issued Shares of the Company shall be entitled at any time and from time to time:

(i) to require appointment of one Director (a “Domestic Partner Director”); and

(ii) to require removal of any Domestic Partner Director it nominated for appointment from office and appointment of any other person it specifies in place of any such Domestic Partner Director.

(d) Subject to the Company Law and the Articles of Association, any appointments or removals of Directors under this Clause 8.1 shall be made by notice in writing to the Company with a copy of such notice being sent to the other Shareholders. Upon receipt of such notice, the Company shall forthwith convene a general meeting of Shareholders to approve the proposed appointments or removals and each of the Shareholders shall exercise its vote in observance of Clause 5(b) of this agreement.

(e) A Shareholder removing its own appointed Director shall indemnify the Company, the other Directors, the Commissioners and the other Shareholders against any claim connected with the Director’s removal from office.

(f) No Director except the President Director, nor any other person, shall have any authority to bind the Company in any way nor to act on its behalf nor to execute or sign any document or instrument on behalf of the Company unless expressly authorised by the Board of Directors or the President Director.

8.2 Board of Directors Meetings

(a) Board of Directors Meetings shall be held no less frequently than six monthly. All Board of Directors Meetings shall be held at the Company’s offices in Jakarta, Indonesia or such other place as the Board of Directors unanimously resolve.

(b) A Board of Directors Meeting may be called by any Director. Save in an emergency, or where a majority of the Board of Directors agrees otherwise in writing, not less than ten clear Business Days’ prior written notice of any Board of Directors Meeting shall be given to all Directors.

(c) The notice convening a Board of Directors Meeting shall include an agenda specifying in reasonable detail the matters to be discussed, together with any relevant papers for discussion at such meeting, and such notice and/or papers may be sent by courier or fax (and in each case, a copy may be sent by email) to any Director. Matters not on the agenda, or business conducted in relation to those matters, may not be raised at the Board of Directors Meeting unless all of the Directors present agree otherwise at the Board of Directors Meeting.

(d) The Shareholders shall use all reasonable endeavours to ensure that their respective appointees as Directors (or their alternates) attend each meeting of the Board of Directors and to procure that a quorum (in accordance with the provisions of this agreement) is present throughout each such meeting.

(e) No business shall be conducted at any Board of Directors Meeting unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. The quorum for the transaction of business at Board of Directors Meetings shall be three Directors comprising at least two HLNG Directors.

(f) If a quorum is not present within half an hour of the time specified for the Board of Directors Meeting in the relevant notice, or ceases to be present at any time, the Directors shall adjourn the Board of Directors Meeting to a specified place and time not less than three Business Days after the original date for the Board of Directors Meeting. Notice of the adjourned meeting shall be given to all Directors by the secretary of the Company.

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(g) All resolutions proposed at a Board of Directors Meeting shall require the approval of the majority of Directors present at the Board of Directors Meeting to be passed.

(h) Any Director absent from a Board of Directors Meeting may appoint by way of proxy another Director appointed by the same Shareholder that required appointment of that Director under Clause 8.1(b) or 8.1(c) to act on behalf of the appointing Director at the Board of Directors Meeting (and such appointment may be in respect of a specific Board of Directors Meeting or generally, including in respect of all future Board of Directors Meetings until further notice). For the purposes of the Board of Directors Meeting the proxy shall have the rights to attend, speak and vote at and count in the quorum in respect of the Board of Directors Meeting which would have been exercisable by his appointing Director.

(i) Any Director may participate in a Board of Directors Meeting by means of a conference telephone, video conferencing facility or similar communications equipment which allows all persons participating in the Board of Directors Meeting to hear each other. A person so participating shall be deemed to be present in person at such Board of Directors Meeting and shall be entitled to vote and be counted in the quorum.

(j) The Board of Directors shall procure that the preparation of appropriate written minutes of the proceedings of each Board of Directors Meeting and that such minutes are approved and signed by the President Director of that Board of Directors Meeting as soon as reasonably practicable after the Board of Directors Meeting is held, and that a copy of the signed minutes be sent promptly to each Director and to each Shareholder.

(k) A resolution in writing signed by all the Directors entitled to receive notice of a meeting of Directors shall take effect as if it had been passed at a meeting of Directors duly convened and held.

8.3 The Board of Commissioners

(a) The Board of Commissioners shall have the authority to supervise the operation and management of the Company. The Board of Commissioners shall consist of up to five and no less than three Commissioners.

(b) The holders of a majority in nominal value of A Shares shall be entitled at any time and from time to time:

(i) to require appointment of three Commissioners (each an “HLNG Commissioner”);

(ii) to require appointment of the president Commissioner of the Company (the “President Commissioner”) from among the HLNG Commissioners;

(iii) to require removal of any HLNG Commissioner from office and to appointment of any other person it specifies in place of any such HLNG Commissioner.

(c) Each holder of B Shares holding 25% or more of the issued Shares of the Company shall be entitled at any time and from time to time:

(i) to require appointment of one Commissioner (a “Domestic Partner Commissioner”); and

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(ii) to require removal of any Domestic Partner Commissioner it nominated for appointment from office and appointment of any other person it specifies in place of any such Domestic Partner Commissioner.

(d) Subject to the Company Law and the Articles of Association, any appointments or removals of Commissioners under this Clause 8.3 shall be made by notice in writing to the Company with a copy of such notice being sent to the other Shareholders. Upon receipt of such notice, the Company shall forthwith convene a general meeting of Shareholders to approve the proposed appointments or removals and each of the Shareholders shall exercise its vote in observance of Clause 5(b) of this agreement.

(e) A Shareholder removing its own appointed Commissioner shall indemnify the Company, the other Comissioners, the Directors and the other Shareholders against any claim connected with the Commissioner’s removal from office,

(f) No Commissioner shall have any authority to bind the Company in any way nor to act on its behalf or to execute or sign any document or instrument on behalf of the Company unless expressly authorised by the Board of Directors or, in circumstances where Indonesian law allows, the Board of Commissioners.

8.4 Board of Commissioners Meetings

(a) Board of Commissioners Meetings shall be held no less frequently than six monthly. All Board of Commissioners Meetings shall be held at the Company’s offices in Jakarta, Indonesia or such other place as the Commissioners unanimously resolve.

(b) A Board of Commissioners Meeting may be called by any Commissioner. Save in an emergency, or where a majority of the Board of Commissioners agrees otherwise in writing, not less than ten clear Business Days’ prior written notice of any Board of Commissioners Meeting shall be given to all Commissioners.

(c) The notice convening a Board of Commissioners Meeting shall include an agenda specifying in reasonable detail the matters to be discussed, together with any relevant papers for discussion at such meeting, and such notice and/or papers may be sent by courier or fax (and in each case, a copy may be sent by email) to any Commissioner . Matters not on the agenda, or business conducted in relation to those matters, may not be raised at the Board of Commissioners Meeting unless all of the Commissioners present agree otherwise at the Board of Commissioners Meeting.

(d) The Shareholders shall use all reasonable endeavours to ensure that their respective appointees as Commissioners (or their alternates) attend each meeting of the Board of Commissioners and to procure that a quorum (in accordance with the provisions of this agreement) is present throughout each such meeting.

(e) No business shall be conducted at any Board of Commissioners Meeting unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. The quorum for the transaction of business at Board of Commissioners Meetings shall be three Commissioners comprising at least two HLNG Commissioners.

(f) If a quorum is not present within half an hour of the time specified for the Board of Commissioners Meeting in the relevant notice, or ceases to be present at any time, the Commissioners shall adjourn the Board of Commissioners Meeting to a specified place and time not less than three Business Days after the original date for the Board of Commissioners Meeting. Notice of the adjourned meeting shall be given to all Commissioners by the secretary of the Company.

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(g) All resolutions proposed at a Board of Commissioners Meeting shall require the approval of the majority of Commissioners present at the Board of Commissioners Meeting to be passed.

(h) Any Commissioner absent from a Board of Commissioners Meeting may appoint by way of proxy another Commissioner appointed by the same Shareholder that required appointment of that Commissioner under Clause 8.3(b) or 8.3(e) to act on behalf of the appointing Commissioner at the Board of Commissioners Meeting (and such appointment may be in respect of a specific Board of Commissioners Meeting or generally, including in respect of all future Board of Commissioners Meetings until further notice). For the purposes of the Board of Commissioners Meeting the proxy shall have the rights to attend, speak and vote at and count in the quorum in respect of the Board of Commissioners Meeting which would have been exercisable by his appointing Commissioner.

(i) Any Commissioner may participate in a Board of Commissioners Meeting by means of a conference telephone, video conferencing facility or similar communications equipment which allows all persons participating in the Board of Commissioners Meeting to hear each other. A person so participating shall be deemed to be present in person at such Board of Commissioners Meeting and shall be entitled to vote and be counted in the quorum.

(j) The Board of Commissioners shall procure that preparation of appropriate written minutes of the proceedings of each Board of Commissioners Meeting and that such minutes are approved and signed by the President Commissioner of that Board of Commissioners Meeting as soon as reasonably practicable after the Board of Commissioners Meeting is held, and that a copy of the signed minutes be sent promptly to each Commissioner and to each Shareholder.

(k) A resolution in writing signed by all the Commissioners entitled to receive notice of a meeting of Commissioners shall be as valid and effectual as if it had been passed at a meeting of Commissioners duly convened and held.

9. General meeting of Shareholders

(a) All meetings of the members of the Company shall be held in Jakarta, Indonesia or such other location that all the Shareholders agree in writing.

(b) The quorum for a meeting of the members of the Company shall be Shareholders (present in person or by their duly authorised representative), holding in aggregate at least:

(i) 75% of the total and outstanding Shares, for meetings at which Super Majority Matters shall be voted upon;

(ii) two thirds of the total and outstanding Shares, for meetings at which matters other than Super Majority Matters shall be voted upon,

and no business shall be conducted at any meeting of Shareholders unless a quorum is participating at the beginning of the meeting and also when that business is voted on.

(c) The Shareholders shall use all reasonable endeavours to procure that their respective representatives attend each meeting of the Shareholders of the Company and that a quorum (in accordance with this agreement and the Articles of Association) is present throughout each such meeting.

(d) If a quorum is not present within half an hour of the time specified for the general meeting in the relevant notice, or ceases to be present at any time, the Shareholders shall adjourn the general meeting of Shareholders to a specified place and time not less than ten days and not later than 21 days after the original date for the general meeting. Notice of the adjourned meeting shall be given to all Shareholders by the Board of Directors.

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(e) To be passed, resolutions proposed at a meeting of Shareholders of the Company shall require the approval of Shareholders holding in aggregate at least:

(i) 75% of the issued Shares, for Super Majority Matters;

(ii) two thirds of the issued Shares, for all matters other than Super Majority Matters.

10. Administration of the Company

(a) The holders of a majority in nominal value of A Shares shall be entitled to nominate a person to act as the secretary of the Company, and to remove and replace its appointee by notice in writing to the Company from time to time.

(b) All meetings, minutes, proceedings and documents relating to the Company (including all Board of Directors Meetings, Board of Commissioners Meetings and meetings of members, and any notices convening or relating to the same) shall be prepared and conducted (as the case may be) in the English language. For meetings where resolutions, or minutes, thereof are required to be approved, recorded or notified to the MOLHR or other relevant Indonesian governmental authorities, the Bahasa Indonesia versions of such resolution shall also be prepared and executed if Indonesian law requires. As between the parties, if there is any discrepancy between the English and Bahasa Indonesia versions of any resolution or minutes of meeting, the English version shall prevail.

(c) The Company shall take out and maintain in force a D&O insurance policy on customary terms in respect of each Director, Commissioner and secretary of the Company for the duration of their appointment.

11. Dividend policy

(a) The parties shall take all steps to procure that there shall be distributed to Shareholders in respect of each financial year of the Company such amount of the profit of the Company as the Board of Directors determines for that financial year should be so distributed and which is available for distribution in accordance with applicable law.

(b) The holders of the A Shares shall together be entitled to 65% of all dividends and distributions made by the Company which they shall share in proportion to their respective holdings of A Shares.

(c) The holders of the B Shares shall together be entitled to 35% of all dividends and distributions made by the Company which they shall share in proportion to their respective holdings of B Shares.

12. Intellectual Property Rights

Nothing in this agreement shall be construed as requiring or effecting a grant by any Shareholder or any member of their respective Groups of any right to use or acquire any Intellectual Property Rights of such person whether created, devised or acquired before or after the date of this agreement.

13. Company Accounts

The Company shall maintain accounting and other financial records in accordance with the requirements of all applicable laws, generally accepted accounting principles applicable in Indonesia and the International Financial Reporting Standards,

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14. Tax Matters

Each of the parties agrees to cooperate, and undertakes to procure that its Affiliates shall cooperate, to such extent as may be reasonably requested in connection with the making of any returns, claims or elections for taxation purposes:

(a) by HLNG in relation to the taxation affairs of it or of its Affiliates (or former Affiliates); or

(b) by the Company in relation to the taxation affairs of the Company.

15. Deadlock

(a) Subject to Clause 15(b), there shall be a “Deadlock” if:

(i) the quorum required for any duly convened Board of Directors Meeting, Board of Commissioners Meeting or meeting of the members of the Company is not present at the meeting, nor when it is first reconvened following an adjournment, because any Domestic Partner (whether itself or by its appointee or representative) was not in attendance;

(ii) any resolution proposed at any duly convened Board of Directors Meeting by any HLNG Director and in favour of which the HLNG Directors present vote is not passed;

(iii) any resolution proposed at any duly convened Board of Commissioners Meeting by any HLNG Commissioner and in favour of which the HLNG Commissioners present vote is not passed; or

(iv) any resolution proposed at any duly convened meeting of the members of the Company and in favour of which HLNG votes is not passed.

(and each Domestic Partner so not in attendance or voting against or abstaining from voting in favour of any such resolution shall be a “Deadlock Shareholder” in respect of that Deadlock).

(b) No Deadlock arises if a meeting, or adjournment, is inquorate because the person who proposed the resolution, or one of its appointees or representatives, does not attend, or because any such person, appointee or representative votes against, or abstains from voting in respect of, the relevant resolution.

(c) HLNG may within 20 Business Days of the meeting at which the Deadlock arises serve notice on the other Shareholders (a “Deadlock Notice”), copied to the Company:

(i) stating that in its opinion a Deadlock has occurred; and

(ii) identifying the matter giving rise to the deadlock.

(d) HLNG and each Deadlock Shareholder shall meet, and use their reasonable endeavours to resolve the matters giving rise to the Deadlock, as soon as reasonably practicable after a Deadlock Notice is received.

(e) No Domestic Partner shall create or cause to be created an artificial Deadlock; and an “artificial Deadlock” shall be a Deadlock caused by a Domestic Partner, or its appointees on the Board of Directors or Commissioners failing to attend any meeting or voting against an issue or proposal or withholding its consent in any case where such vote against or withholding of consent is, in the opinion of HLNG, being made primarily or substantially with the intent to frustrate, delay or prohibit the proper and efficient carrying on of the Business and the matters contemplated by this agreement.

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16. Share Ownership and Transfers of Shares

(a) Except as expressly provided by this agreement (including under Clauses 17 and 19 and the Financing Requirements) or pursuant to the Equity Loan Agreement, no Domestic Partner may transfer any Share, nor shall a Domestic Partner purport to transfer or enter into any commitment or agreement in respect of the transfer of any Share.

(b) HLNG may transfer any of its Shares to any person subject to the compliance with the prevailing laws and regulations on giving notice to any other Shareholder holding any Shares. If HLNG transfers all its Shares to any person not a party to this agreement, it shall (without affecting its rights under this Clause 16(b)), and if a Domestic Partner requests in writing to do so, prior to completion of that transfer procure an irrevocable offer from that person or an Indonesian entity to purchase all Shares held by the Domestic Partner capable of acceptance by the Domestic Partners until at least the tenth Business Day after the offer is made. If a Domestic Partner elects to accept the offer, and this acceptance shall not be unreasonably withheld or delayed, the transfer of the Domestic Partner Shares shall be completed at the latest at the same time of the transfer of HLNG Shares.

(c) A Domestic Partner may transfer all (but not some) of its Shares to any Affiliate it wholly owns but only:

(i) with prior written consent of HLNG signed by its duly authorised representative, which consent HLNG may give, condition, or withhold in its absolute discretion;

(ii) with prior written consent of the Lenders; and

(iii) on delivery to HLNG of:

(A) a Guarantee guaranteeing performance of that Affiliate and duly executed and delivered by PT Imeco Inter Sarana; and

(B) a Deed of Adherence duly executed by the Affiliate.

(d) A Domestic Partner may transfer all (but not some) of its Shares to HLNG or any third party accepted by HLNG, and this acceptance shall not be unreasonably withheld or delayed, if any of the following events happens to HLNG:

(i) the passing of a resolution for the liquidation or dissolution of HLNG; or

(ii) HLNG is declared bankrupt by an final and binding court decision

(e) If any of the Domestic Partners transfers or purports to transfer any interest in any Share otherwise than in accordance with this agreement, such act shall be void and have no legal effect nor confer any legal or beneficial rights on the purported beneficiary or recipient, and the Board of Directors shall not be obliged to register or take any account of such act.

(f) Notwithstanding any other provision of this agreement, the Board shall refuse to accept, give effect to or register any transfer of Share in respect of which the transferee or any person in whose name the Share is to be registered is a natural person (whether a trustee or otherwise).

(g) The parties and the Company agree that no person acquiring Shares in the Company shall be registered as the holder of any Shares unless or until it has entered into a Deed of Adherence and such executed Deed of Adherence has been delivered to the Company at its registered office.

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(h) The Shareholders shall procure that the Company agrees to register in its register of shareholders, report to the MOLHR and Ministry of Trade (Daftar Perusahaan), and otherwise give effect to all transfers of Shares permitted by this agreement that comply with Indonesian law.

(i) The Shareholders irrevocably agree to enter into a Deed of Adherence with any third party to whom Shares may be transferred in accordance with this agreement.

(j) All executed Deeds of Adherence shall be delivered to and held by the Company at its registered office. A person who has entered into a Deed of Adherence pursuant to this agreement shall have the benefit of and be subject to the burden of all of the provisions to this agreement as if it were a party in the capacity designated in the Deed of Adherence, and this agreement shall be interpreted accordingly, but nothing in this paragraph shall be construed as requiring any party to perform again any obligation or discharge again any liability already performed or discharged or entitling any party to receive again any benefit already enjoyed.

(k) Each share certificate issued by the Company shall carry an endorsement on the reverse side of the same to the effect that the sale and transfer of the Shares comprised therein are restricted by and subject to the terms of this agreement.

17. Call Option

HLNG may, at any time and from time to time by giving a Domestic Partner a Transfer Notice, require any Domestic Partner to transfer (and the Domestic Partner shall transfer) all right, title and interest in all or some of its Shares to HLNG or to any other person specified in that Transfer Notice in accordance with Clause 18.

18. Completion of Transfer of Shares

(a) This Clause 18 shall apply to the transfer of Shares (“Transfer Shares”) by a Shareholder (the “transferor”) to another person (the “transferee”) if notice (a “Transfer Notice”) requiring transfer of the Transfer Shares is given under Clause Clauses 16(b), 17 or 19.

(b) Completion of the transfer of the Transfer Shares pursuant to any Transfer Notice (“Transfer Completion”) shall take place at the offices of the Company and at such time as the transferor and transferee shall agree (such time falling after Indonesian governmental authorities grant any required approvals for Transfer Completion to occur) or, failing such agreement the Transfer Completion shall take place at noon on the 20th Business Day after Indonesian governmental authorities grant the last of the approvals required before Transfer Completion may occur.

(c) At Transfer Completion the transferor shall:

(i) transfer legal and beneficial ownership in the Transfer Shares with full title guarantee and free from all encumbrances by way of a duly executed share transfer form in favour of the transferee;

(ii) deliver to the transferee the original share certificate(s) relating to the Transfer Shares (or an indemnity, in a form satisfactory to the Board, in respect of any lost certificate), and such other documents as the transferee may reasonably require to show good title to the Transfer Shares or to enable it to be registered as the holder of the Transfer Shares;

(iii) deliver to the Company the formal written resignations of any Directors and/or Commissioners appointed by the transferor (except in respect of a partial transfer to the extent the transferor will remain entitled post such transfer to appoint Directors and/or Commissioners), each such resignation to take effect at Transfer Completion and acknowledging that the Director and/or Commissioner has no claims on any grounds whatsoever against the Company;

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(iv) warrant to the transferee that it has no right to require the Company to issue any share capital or other securities;

(v) warrant to the transferee that no person has claimed any rights in respect of the Transfer Shares; and

(vi) otherwise do all that it reasonably can (including the execution of documents), at its own cost, to give the transferee the full legal and beneficial title to the Transfer Shares.

(d) On completion of the transfer pursuant to a Transfer Notice of Shares held by any Domestic Partner the subject of a Transfer Notice by any Domestic Partner in accordance with this Clause 18, HLNG shall procure that such Domestic Partner’s obligations in respect of the Relevant Proportion of the indebtedness under the Equity Loan Agreement to which it is a party shall cease by either: (i) procuring that such obligations in respect of the Relevant Proportion of such indebtedness are assumed by the transferee; (ii) procuring that the transferee repays or prepays the Relevant Proportion of such indebtedness on behalf of the Domestic Partner or (iii) ensuring that the Relevant Proportion of such indebtedness is waived or cancelled, in each case as it may elect by notice to the Domestic Partner. The “Relevant Proportion” means in respect of a Domestic Partner receiving a Transfer Notice, the proportion that the number of Transfer Shares to be transferred by that Domestic Partner bears to the total number of Shares that the Domestic Partner held immediately before Transfer Completion. HLNG shall procure the Equity Loan Lender to notify the Domestic Partner in writing that its obligations in respect of the Relevant Proportion of indebtedness under the Equity Loan Agreement to which it is party has ceased pursuant to this Clause 18(d), as soon as reasonably practicable after it has so ceased. The Domestic Partner shall take such actions and enter into such documents as may be reasonably required by HLNG to give effect to the provisions of this clause and the relevant election made by HLNG and HLNG’s obligations under this clause are subject to the Domestic Partner taking such actions and entering into such documents.

(e) The Shareholders shall procure that the Company obtains all approvals and performs any actions required to complete the proposed transfer of Shares, including applying for and obtaining the approval from BKPM, and to register the transfer of Transfer Shares in its register of shareholders, report to the MOLHR and Ministry of Trade (tandar daftar persusahaan), and otherwise give effect to all transfers of Shares permitted by this agreement that comply with Indonesian law.

(f) The Transfer Shares shall be transferred with all rights that attach, or may in the future attach, to them (including the right to receive all dividends and distributions declared, made or paid on or after the date upon which transfer of those Transfer Shares is to be completed under Clause 18(b).

(g) The transfer of Transfer Shares the subject of a Transfer Notice shall be completed simultaneously.

(h) If the transferor is a Domestic Partner who fails to complete the transfer of Transfer Shares as required under this Clause 18:

(i) the transferor shall be deemed to have appointed the President Director as its proxy to execute all necessary transfer(s) and do all things on his behalf necessary to effect the transfers of all right, title and interest in those Transfer Shares as the holder thereof (and this Clause shall be a power of attorney within the meaning of Article 1792 of the Indonesian Civil Code (Kitab Undang-Undang Hukum Perdata) to the extent necessary to give effect to its terms). After the transfer has been registered, the validity of such proceedings shall not be questioned by the transferor. Failure to produce a share certificate shall not impede the registration of Shares transferred under this Clause 18(h);

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(ii) that Domestic Partner shall procure that any Directors or Commissioners appointed by that Domestic Partner (or any of its predecessors in title to the Transfer Shares) shall not, after the date on which that transfer has first failed to comply with the requirements of this Clause 18, vote at or attend any Board of Directors Meeting or Board of Commissioners Meeting (as the case may be).

19. Default Event

(a) The Domestic Partners shall not cause or permit a Default Event.

(b) If a Domestic Partner becomes aware of the occurrence of a Default Event in relation to itself, it shall forthwith give written notice to the Company and the other Shareholders setting out reasonable details of the nature and extent of the Default Event, and the date on which the Default Event occurred (and if later the date on which it first became aware of such occurrence).

(c) For the purposes of ascertaining whether a Default Event has taken place in relation to a Domestic Partner, HLNG may from time to time require:

(i) that Domestic Partner;

(ii) any liquidator, receiver, administrator, administrative receiver or similar official of that Domestic Partner; or

(iii) any person named as transferee in any transfer lodged for registration in respect of any Shares of that Domestic Partner,

to furnish to HLNG such information and evidence as it may require regarding any matter which it may deem relevant to such purpose, including the names, addresses and interests of all persons having an interest in the Shares registered in that Domestic Partner’s name. Such requirement shall be made by notice in writing to that Domestic Partner, with a copy sent to the other parties.

(d) Failing such information or evidence as referred to in paragraph (c) above being furnished to the reasonable satisfaction of the HLNG within the period specified in the notice (which period shall not be shorter than 15 Business Days after the date of service of the notice), HLNG may elect by giving notice to the Domestic Partner, with a copy to the other parties, to declare that a Default Event is deemed to have occurred in respect of that Domestic Partner.

(e) With respect to any requirements, or rights or entitlements, of or in relation to HLNG arising under this agreement out of or in connection with the occurrence of a Default Event:

(i) any relevant provisions of this agreement shall be construed by reference to the date on which HLNG became aware of such occurrence by virtue of this Clause 19;

(ii) there shall be no time limit in this regard irrespective of the length of any period which may have passed between the date on which the Default Event occurred and the date on which HLNG became aware of such occurrence; and

(iii) no person shall be deemed to have waived any such rights or entitlements, nor shall any lapse or be deemed to have lapsed, save as expressly set out in a formal written waiver which complies with the provisions of Clause 27.5.

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(f) A new Default Event shall be deemed to occur on each occasion that any matter set out in Schedule 6 applies, and the relevant Domestic Partner must comply with its obligations under this Clause 19 irrespective of whether it has previously notified the occurrence of a Default Event arising out of similar circumstances or a similar cause, or whether it has already notified the occurrence of a Default Event arising out of different circumstances or a different cause (and irrespective of whether any rights or entitlements in connection with such other Default Event(s) have or have not been exercised by any person or have been waived by any person).

(g) If a Default Event occurs in relation to a Domestic Partner (a “Defaulting Domestic Partner”) then, without prejudice to that Defaulting Domestic Partner’s obligations under this agreement and to any other rights or remedies available to any of the parties with respect to the Defaulting Domestic Partner, HLNG may at any time while such Default Event subsists give the Defaulting Domestic Partner a Transfer Notice requiring the Defaulting Domestic Partner to transfer (and the Defaulting Domestic Partner shall transfer) all right, title and interest in all or some of its Shares to HLNG or to any person(s) specified by HLNG.

20. Duration and Termination

(a) Subject to Clause 21, this agreement shall terminate with immediate effect:

(i) when all of the Shareholders agree in writing that this agreement should be terminated;

(ii) when all of the issued Shares become directly or indirectly owned by the same person;

(iii) following winding up of the Company and the transfer of assets under Clause 22; or

(iv) in accordance with Clause 2(c).

(b) Without prejudice to Clause 20(a), this agreement shall, except for this Clause 20(b) and Clauses 6(e), 12, 21, 24, 26, 27.4 and 27.16 and any provision required to give effect to them, terminate with respect to any Shareholder which ceases to hold any Shares in the Company.

21. Consequences of Termination

(a) Termination or expiry of this agreement shall not affect the rights and obligations of the parties accrued prior to that termination or expiry.

(b) A Domestic Partner shall, on termination or the transfer of all its Shares, in HLNG’s discretion return to HLNG or destroy all Confidential Information it shall have received or learn.

(c) No Shareholder may terminate this agreement otherwise than as expressly permitted by this agreement.

22. Winding up

(a) HLNG may at any time by notice require that the other Shareholders, and the other Shareholders shall, exercise their rights under this agreement and otherwise do all within their power (including by voting or procuring that Directors they appoint vote in favour of any resolution at any meeting

(i) to procure dissolution of the Company;

(ii) to procure that any liquidator of the Company observes the terms of this Clause.

(b) On any dissolution of the Company:

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(i) except to the extent assets are required by Indonesian law to be distributed to the Company’s creditors on its liquidation after an Insolvency Event affecting it, to the extent permitted by, and subject to the requirements of, the applicable law, all right, title and interest in all assets of the Company shall be transferred with full title guarantee to HLNG or any person it may designate by notice to the other parties and any liquidator; and

(ii) on such transfer, the Domestic Partner shall and does hereby assign (with full title guarantee) all right, title and interest in its share of the net proceeds of the liquidation and in consideration of it, the indebtedness of that Domestic Partner under the Equity Loan Agreement to which it is party shall cease in accordance with, and except as may be provided under, that Equity Loan Agreement. HLNG shall procure the Equity Loan Lender to notify the Domestic Partner in writing that its indebtedness under the Equity Loan Agreement to which it is party ceased pursuant to this Clause 22(b)(ii), as soon as reasonably practicable after it has so ceased.

23. Warranties

(a) Each Domestic Partner warrants and represents to HLNG and separately to the Company that:

(i) it has full capacity, power and authority to execute, perform and observe this agreement and each document in the approved form to be executed by it;

(ii) it has obtained all necessary governing body and shareholder approvals and all necessary governmental and other consents, approvals and registrations to authorise the execution, performance and observance of this agreement and each document in the approved form to be executed by it except to the extent the obtaining of such consents, approvals and registrations is a Condition;

(iii) the execution, performance and observance by it of this agreement and each document to be executed under or in connection with this agreement will not result in any breach of its articles of association, or any provision contained in any agreement or instrument to which it or any member of its Group is a party or by which any such company is bound or any law, regulation, judgement, decree or order applicable to it; and

(iv) this agreement and each document in the approved form will when executed constitute legally valid and binding obligations on such Shareholder, enforceable in accordance with their respective terms.

(b) The warranties set out in this Clause 23 are each separate and independent, and shall not be limited or restricted by reference to or inference from the terms of any other warranty or any other provision of this agreement.

(c) If a Shareholder becomes aware of any breach by it of any of the warranties set out in this Clause 23, or of any event or circumstances which is likely to give rise to such a breach, it shall promptly notify the other Shareholders and the Board of Directors in writing giving sufficient details to enable those other Shareholders and the Board of Directors to assess the situation, and shall if so required by the other Shareholders or the Board of Directors use its best endeavours to remedy or rectify the breach as soon as possible.

24. Confidentiality

(a) This Clause 24 applies to the terms and existence of this agreement, and all information concerning the business, operations or affairs of one party (or its Group) or other information confidential to that party (or its Group) disclosed (directly or indirectly) by one party to one of the

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other parties whether before or after the date of this agreement or which one of the other parties learns as a result of the relationship between the parties pursuant to this agreement, and including any information relating to any Intellectual Property Rights, formulae, test methods, processes, drawings, manuals, computer systems or software, codes of practice, business methods, finances, prices, business plans, marketing and development plans, sales targets, customers and suppliers, and whether in oral, visual, electronic or any other medium, form or format whatsoever (together “Confidential Information”).

(b) In this Clause 24, in relation to a particular item of Confidential Information:

(i) the “disclosing party” means the party by whom (or on whose behalf) that Confidential Information is disclosed or (where there is no such disclosure) the party to whom the Confidential Information relates, or to whom the Confidential Information is proprietary; and

(ii) a “receiving party” means a party which receives or otherwise becomes aware of the Confidential Information relating to the disclosing party.

(c) During the term of this agreement and after termination of this agreement (for any reason whatsoever), a receiving party shall with respect to any and all Confidential Information:

(i) keep the Confidential Information secret and confidential;

(ii) not disclose the Confidential Information to any other person other than pursuant to paragraph (d) below or with the prior written consent of the disclosing party; and

(iii) not use the Confidential Information for any purpose other than the performance of its obligations and the exercise of its rights under this agreement.

(d) The receiving party may disclose Confidential Information to the following persons (each, a “recipient”) but only on a need to know basis:

(i) its officers and employees;

(ii) its professional advisers;

(iii) (in the cast of Shareholders) to the Company and Lenders; and

(iv) where disclosure is required by reason of any law or regulation, or by the order of any court of competent jurisdiction or other governmental or regulatory body in which case the receiving party shall promptly notify the disclosing party giving full details of the circumstances and Confidential Information to be disclosed, and shall co-operate with the disclosing party and take such steps as the disclosing party may reasonably require in relation to such disclosure, and shall confine any disclosure to the minimum necessary for compliance with relevant law, regulation or order,

and provided that the receiving party ensures that in each case the recipient is made aware of and (with regard to paragraph (d) above, so far as practicable) complies with all the receiving party’s obligations of confidentiality under this agreement as if the recipient was a party to this agreement.

(e) This Clause 24 shall not apply to any Confidential Information which:

(i) is now or subsequently becomes part of the public domain other than as a result of disclosure by or other default of the receiving party or any recipient to which it has disclosed Confidential Information;

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(ii) the receiving party can demonstrate, by documentary evidence, was lawfully in its possession prior to the date of this agreement and was not subject to any duty of confidentiality; or

(iii) is subsequently disclosed to the receiving party on a non-confidential basis by a person which is not connected to, and does not owe any duty of confidentiality to, the disclosing party.

(f) Upon termination of this agreement (for any reason whatsoever, and whether generally or in respect of a particular Shareholder), each Shareholder can, insofar as it is a disclosing party, require each relevant receiving party (at that receiving party’s sole expense, and both in respect of itself and procuring compliance by any recipient to which that receiving party has disclosed Confidential Information) to return to the disclosing party or destroy forthwith (as the disclosing party may instruct) any documentation containing Confidential Information of the disclosing party and in each case without retaining any copies, extracts or other reproductions, whether such documentation is in hard copy, electronic or other form.

25. Anti-Corruption

Each party undertakes to the other that neither it, its Affiliates nor any Associated Persons of them shall do (or procure the Company or any Associated Person of the Company to do) any of the following:

(a) make, promise to make, or authorise the making of any payment, gift or transfer of anything of value, directly or indirectly, to any official or employee of any government or instrumentality of any government or to any political party or official thereof or any candidate of any political party for the purpose of influencing the action or inaction of such official, employee, political party or candidate; or

(b) otherwise take any action, or omit to take any action that would cause the other party to be in violation of any laws prohibiting corrupt business practices in Indonesia, including Indonesian anti-bribery Laws, the Bribery Act 2010 or of the principles described in the Organisation for Economic Co-operation and Development (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions signed on 17 December 1997,

and “Associated Person” means, in relation to a person (the “first-mentioned person”), any person (including an employee, agent or subsidiary) who performs services for or on the first-mentioned person’s behalf.

26. Indemnity

(a) HLNG hereby indemnifies each Domestic Partner against liability it may suffer to any third party:

(i) as a result of any tort or breach of statutory duty or infringement of Indonesian laws and any other relevant laws committed by the Company at any time while the relevant Domestic Partner holds any Share and is in compliance with its material obligations under this agreement;

(ii) any failure of the Company to perform any obligation it may have to pay Tax while the relevant Domestic Partner holds any Share and is in compliance with its material obligations under this agreement; or

(iii) to pay Tax it might incur while the relevant Domestic Partner holds any Share and is in compliance with its material obligations under this agreement:

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(A) on dividends or distributions made to the relevant Domestic Partner by the Company;

(B) on the winding up of the Company;

(C) on the transfer of its Shares under this agreement other than a transfer pursuant to Clause 19(g); or

(D) in relation to its ownership of the Shares, irrespective of whether such Tax is based on present or future regulations.

except to the extent that liability arises as a result of negligence of the Domestic Partner’s in paying Tax in accordance with applicable law.

(iv) as a result of any dispute, litigation or arbitration in relation to the Company.

(b) All of HLNG’s obligations under Clause 26(a)(ii) and Clause 26(a)(iii), other than HLNG’s obligations in relation to the investigation by the tax office on the Domestic Partner and/or the Company, shall cease on the 10th anniversary of the date of termination of this agreement.

(c) HLNG hereby indemnifies and shall keep indemnified each Domestic Partner from and against all costs, losses, liabilities and claims (including the cost of all Remedial Works) arising out of, or relating to the FSRU as a result of Environmental Damage.

(d) HLNG shall have no obligation to any party under Clause 26(a) or Clause 26(c) while or in respect of any period during which that party is in material breach of this agreement.

27. General Provisions

27.1 Notices

(a) Any notice under or in connection with this agreement must be in writing.

(b) Any such notice addressed as provided in paragraph (c) below will be deemed to have been duly given or made as follows:

(i) if sent by prepaid first class post or recorded delivery, on the second Business Day after being deposited in the post in a correctly addressed envelope;

(ii) if delivered personally, at the time of delivery;

(iii) if sent by registered airmail, on the fifth Business Day after being deposited in the post in a correctly addressed envelope;

(iv) if sent by e-mail, when received in legible form; or

(v) if sent by fax, on the date of transmission shown on a transmission report produced by the fax machine of the sender (or its agent) which indicates that the entire notice was transmitted successfully,

provided that any notice received on a day which is not a Business Day or after 5 pm (local time at the place of receipt) on any day will be deemed to have been given or made at 10 am on the next Business Day.

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(c) Any such notice must be addressed to the recipient at its address, email address or fax number set out below or at such other address or number as may from time to time be notified in writing by the recipient to the sender as being the recipient’s address, email address or fax number for service.

(d) In proving service of a notice or document it shall be sufficient to prove that delivery was made in person or that the envelope containing the notice or document was properly addressed and posted (either by first class post, recorded delivery or by registered airmail, as the case may be, in accordance with the requirements of this Clause 27.1 and with all postage prepaid in full) or that the fax message was properly addressed and transmitted as the case may be.

(e) The addresses referred to in paragraph (c) above are as follows:

(i) For HLNG:

Address:	c/o Hoegh LNG Asia Pte Ltd, 72 Anson Road, #07-03Anson House, Singapore 079911
Attn:	Managing Director
Fax:	+65 64 38 64 93
e-mail:	Ragnar.Wisloff@hoeghlng.com

(ii) For PT Bahtera Daya Utama:

Address:	Jalan Ampera Raya No. 9-10, Jakarta Selatan 12550, Indonesia
Attn:	Nurcahya Basuki
Fax:	+62 21 780 8055
e-mail:	nbasuki@imeco.co.id

(iii) For the Company:

Address:	Jl. Jenderal Sudirman Kav 1, Jakarta 10220
Attn:	President Director
e-mail:	[to be confirmed]

27.2 Entire agreement

(a) This agreement constitutes the entire agreement and understanding between the parties relating to the transactions contemplated by or in connection with this agreement and the other matters referred to in this agreement and supersedes any other agreement or understanding (written or oral) between the parties or any of them relating to the same.

(b) Each party acknowledges and agrees that it does not rely on, and shall have no remedy in respect of, any promise, assurance, statement, warranty, undertaking or representation made (whether innocently or negligently) by any other party or any other person except as expressly set out in this agreement.

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(c) Nothing in this Clause 27.2, however, shall operate or be construed to limit or reduce any liability of any person for fraud, including fraudulent misrepresentation.

27.3 Further assurance

(a) Each party shall at all times from the date of this agreement exercise all its rights (to vote at meetings and otherwise) and at its own expense do, and use best endeavours to procure the doing by any necessary third persons of, all such acts as may be required to give full effect to this agreement (including the execution and delivery of all deeds and documents) and, in particular, so as to procure that the Company properly and duly performs its obligations hereunder.

(b) Without limiting clause 27.3(a), each Shareholder shall exercise its voting and other rights and power:

(i) to resolve any inconsistency between the Articles of Association and this agreement so as to achieve the position agreed under this agreement;

(ii) to the extent permitted by Indonesian law, to amend the Articles of Association if it is necessary to include a provision to ensure that this agreement is effective in accordance with its terms; and

(iii) to give (and cause the Company to give) full effect to the provisions and intentions of this agreement.

(c) Without limiting Clauses 27.3(a) or 27.3(b), if there is a conflict or inconsistency between a provision of this agreement and a provision of the Articles of Association:

(i) the provisions of this agreement will prevail to the extent of the conflict or inconsistency;

(ii) the Shareholders shall waive or suspend rights under the Articles of Association where to exercise or insist on those rights would conflict with this agreement; and

(iii) to the extent permitted by Indonesian law, the Shareholders shall co-operate in good faith and exercise their voting and other rights and power to amend the Articles of Association so as to make the Articles of Association consistent with this agreement.

27.4 Announcements

(a) The parties shall consult with each other in respect of any announcement to be made by them or the Company concerning the terms or contents of and the transactions referred to in this agreement.

(b) No such announcement shall be made without the prior written consent of all Shareholders unless such announcement is required by any court of competent jurisdiction or by any other competent authority (including any recognised stock exchange upon which its shares of the shares of any of its Affiliates are listed).

27.5 Waiver

With respect to any right or remedy available to a party under or in connection with this agreement or at law (a “Right”):

(a) any waiver of that Right shall only be effective if it is in writing (and no failure or delay in exercising a Right, or course of conduct or acquiescence, shall constitute a waiver);

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(b) any waiver of that Right shall only apply in favour of the person to whom it is expressly addressed and for the specific circumstances for which it is given; and

(c) no waiver shall operate as a waiver of any preceding, subsequent or continuing breach, or otherwise prevent that party from subsequently relying upon the Right or provision waived.

27.6     Variation

No purported amendment or variation of this agreement or any provision of this agreement shall be effective unless it is in writing and duly executed by or on behalf of each of the parties by a director or other duly authorised representative.

27.7     Partial Invalidity

If any provision of this agreement is or becomes, or is declared by any competent court or body to be, illegal, invalid or unenforceable under the law of any jurisdiction this shall not affect or impair the legality, validity or enforceability of the remaining provisions of this agreement, and the parties shall enter into negotiations in good faith to replace the invalid, illegal or unenforceable provision.

27.8     Assignment

Except as provided in this agreement, the rights, benefits and obligations of each Domestic Partner under this agreement may not be assigned, transferred, charged, encumbered, made the subject of a trust or otherwise disposed of in whole or in part (nor shall any party enter into any commitment or agreement to do any of the above) without the previous written consent of HLNG such consent to be given at its absolute discretion. Any purported act in breach of this Clause 27.8 shall be void and shall have no legal effect nor confer any legal rights on the purported assignee.

27.9     Remedies cumulative

The rights and remedies of the parties under and in connection with this agreement are cumulative and not exclusive of any rights and remedies provided by law, and all such rights and remedies may be enforced separately or concurrently with any other right or remedy.

27.10     Costs and expenses

Each party shall pay its own costs and expenses in relation to the negotiation, preparation, execution, registration and performance of this agreement and the transactions and arrangements contemplated by this agreement.

27.11     Interest

If a party fails to pay any sum when due under or in accordance with this agreement it shall, on demand at any time, pay interest on such sum from the due date until the date of actual payment (whether before or after judgment) at the annual rate equal to the aggregate of LIBOR and 5 per cent, such interest to accrue daily and compounded monthly.

27.12     Third parties

(a) Except as provided under Clauses 6(e), 8.1(e) and 8.3(e):

(i) no third party has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement; and

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(ii) no consent of any third party shall be required for any rescission of or amendment to this agreement.

(b) The provisions of Clause 27.12(a) do not affect any right or remedy of a third party which exists or is available otherwise than by operation of the Contracts (Rights of Third Parties) Act 1999.

27.13     Language

(a) Any notice, instrument, certificate or other communication or document made or delivered under or in connection with this agreement shall be in English.

(b) Each Party is fully aware that under Indonesian Law No. 24 of 2009 on the Flag, Language, State Symbol and National Anthem (“Law 24/2009”), this agreement may have to be executed in Bahasa Indonesia or in bilingual format. If requested by any Shareholder, the Company shall prepare and the parties shall execute an Indonesian language version of this agreement in the framework of Law 24/2009, which version (i) shall only be a translation of and reference only for this agreement and shall not in any way be construed as a new, additional or separate agreement, and (ii) shall have the same effective date as this English version of this agreement. As a consequence, in the event of any discrepancy or inconsistency between this agreement and the Indonesian language version of this agreement, this agreement shall prevail and the relevant Indonesian language version shall be deemed to be automatically amended to conform with and to make the relevant Indonesian text consistent with the relevant English text. Each of the parties hereby undertakes that: (a) it has read this agreement and understands its content in English, (b) this agreement has been entered into freely and without duress and (c) independent legal advice has been sought by such party prior to executing this agreement. Furthermore, each party agrees it will not cite or invoke Law 24/2009 or any regulation issued thereunder or claim that the fact this agreement was executed in the English language only to (x) defend its non-performance or breach of its obligations under this agreement or (y) allege that this agreement is against public policy or otherwise does not constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms.

27.14     No partnership

Nothing in this agreement is intended to or shall give rise to any relationship of partnership or profit sharing in the nature of partnership between the parties.

27.15     Counterparts

This agreement may be executed in any number of counterparts and by the different parties on separate counterparts (which may be fax or electronic transmission copies), but shall not take effect until each party has executed and delivered at least one counterpart. Each counterpart when executed and delivered shall constitute an original, but all the counterparts shall together constitute one and the same instrument.

27.16     Governing law and jurisdiction

(a) This agreement is governed by English law.

(b) Any dispute arising out of or in connection with this agreement, including (without limitation) any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The Tribunal shall consist of three arbitrators. The language of the arbitration shall be English.

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(c) Decisions of the arbitral tribunal shall be binding in final instance upon the parties hereto. The parties hereto expressly agree in accordance with Indonesian Law No. 30 of 1999 on Arbitration and Alternative Dispute Resolution (the “Arbitration Law”) that in deciding the disagreement or dispute, the arbitrators shall be bound by strict rules of law, and may not purport to decide the same ex aequo et bono. The parties further agree to waive any Indonesian laws and regulations, decrees or policies having the force of law that would otherwise give a right to appeal any arbitration decision or award, and to the extent applicable, as such that in conformity with Article 60 of the Arbitration Law, there shall be no appeal and/or cessation to any court of law from the decision of the arbitrators and the parties shall not challenge or resist the enforcement action taken by the party in whose favour the decision of the arbitrators was given.

(d) The parties hereto expressly agree to waive the applicability of Article 48.1 of the Arbitration Law as such that the mandate of the arbitrators duly constituted in accordance with the terms of this agreement shall remain in effect until a final arbitral award has been issued by the arbitrators.

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Schedule 1: Deed of Adherence

[Note: this is designed for an outgoing Shareholder transferring its Shares to a new shareholder, it would need amending to cater for a new Shareholder joining by way of the allotment of new Shares]

THIS DEED OF ADHERENCE is made the     day of         20[—]

BY:

[—] a company registered in [—] (company registration no. [—]) whose [registered office][principal place of business] is at [—] (the “New Shareholder”),

in favour of the persons whose names and addresses are set out in the Appendix l to this Deed (the “Continuing Parties”)

BACKGROUND:

(A) This Deed is supplemental to a shareholders’ agreement (the “Agreement”) dated 13 March 2013 made between HLNG and PT Bahtera Daya Utama , a copy of which is set out in Appendix 2.

(B) The New Shareholder wishes to acquire by transfer [number] Shares in the capital of the Company from [name of transferor] (the “Transferor”).

(C) Clause 16(g) of the Agreement provides that no person shall be registered as the holder of any Shares unless it enters into a deed of adherence in substantially the form of this Deed.

THIS DEED WITNESSES:

1. The New Shareholder confirms that it has been given a copy of the Agreement and agrees to become a party to the Agreement with effect from [the date of this Deed] and covenants with the Continuing Parties to observe, perform and be bound by every provision of the Agreement (other than any which no longer remain to be observed and performed at the date of this Deed) as if the New Shareholder had been an original party to it in the capacity of the Transferor.

2. The Agreement shall from the date of the New Shareholder’s adherence pursuant to this Deed be construed as follows:

(a) For the purposes of Clause 27.1, the contact details for the New Shareholder shall be as follows:

Address:	[—]
Attn:	[—]
Fax:	[—]
E-mail:	[—]

(b) [Specify as may be necessary in relation to any definitions of the New Shareholder’s Group etc]

3. Unless the context otherwise requires, words and expressions defined in the Agreement shall have the same meanings when used in this Deed.

4. The provisions of Clauses 1.2, 27.1 to 27.3 (inclusive), 27.6 and 27.16 of the Agreement shall apply to this Deed as if those provisions had been set out expressly in this Deed (with reference to this Deed).

31

This Deed has been executed as a deed and delivered on the date first stated above.

[Execution clause by way of a deed of the New Shareholder]

32

Appendix 1

[Set out names and addresses of the Continuing Parties, including the Company]

33

Appendix 2

[Insert a copy of the Agreement]

34

Schedule 2: Conditions

Condition	Condition Satisfaction Time
1.      The Preliminary Business having been completed;	1 May 2013
2.      The Deed of Establishment of the Company has been executed and MOLHR having given its approval of the establishment of the Company;	19 May 2013
3.      Each party having passed the resolution required to approve such party to enter into this agreement as applicable;	13 March 2013
4.      The Equity Loan Agreements with Domestic Partner having been duly executed and delivered and become unconditional (save for any condition relating to this agreement becoming unconditional), and not having lapsed or been terminated in accordance with its terms;	13 March 2013
5.      BKPM having issued its approval for the Shareholders’ investment in the Company as contemplated by this agreement and that approval remaining in effect;	19 May 2013
6.      The Indonesian Minister of Transport having issued a SIUPAL to the Company and such licence remaining in effect;	1 January 2014
7.      PT Bahtera Daya Utama delivering to HLNG a Guarantee duly executed by PT Imeco Inter Sarana guaranteeing performance of PT Bahtera Daya Utama and duly executed and delivered by PT Imeco Inter Sarana;	13 March 2013

35

Schedule 3: Business of the Company

The business of the Company shall be:

1. the provision of floating LNG regasification facilities in Indonesia; and

2. such other things as the Board of Directors reasonably determines is required for undertaking the foregoing subject to the prevailing laws and regulations of Indonesia.

36

Schedule 4: Financing Requirements

1. In this Schedule,

“Lenders” means the persons (including, without limitation, financial institutions, multilateral agencies and export credit agencies) who at the relevant time from time to time have provided or are committed to provide debt financing and/or hedging arrangements to HLNG and/or its Affiliates and/or the Company pursuant to the Financing Agreements or any agent or trustee for such persons;

“Financing Agreements” means at the relevant time:

(a) all: (i) notes or other debt instruments or securities; (ii) loans, guarantees, letters of credit or other credit facilities; (iii) finance or capital leases; (iv) interest, currency or commodity swaps, caps, collars, floors or other hedging agreements (including, without limitation, options relating to any of the foregoing); and (v) all other agreements or instruments creating or evidencing indebtedness for borrowed money which have been entered into or are to be entered into between (1) HLNG and/or its Affiliates and/or the Company and (2) the Lenders for the purposes of financing or refinancing the Company in relation to the Project; and

(b) the security documents, intercreditor agreements, co-ordination agreements, and other ancillary agreements required pursuant to any of the agreements or instruments referred to in paragraph (a) above.

2. It is understood and agreed that HLNG and/or its Affiliates and/or the Company may obtain financing or refinancing from Lenders which include, without limitation, commercial banks, multilateral agencies and export credit agencies. It is further understood and agreed that HLNG’s Affiliates, except the Company, may obtain financing or refinancing also through the issuance of debt securities in the capital markets. In connection with any financing or refinancing of the Company in relation to the Project, each Domestic Partner shall, at no additional cost to HLNG and/or its Affiliates and/or the Company except direct costs incurred in connection with 2(c), if so requested by HLNG and/or its Affiliates:

(a) at each Board of Directors Meeting, Board of Commissioners Meeting and meeting of Shareholders, vote and procure the voting by each of its representatives, and each Director or Commissioner it appoints, in favour of each resolution in connection with such financing or refinancing that HLNG proposes and in favour of which HLNG or any Director or Commissioner it appoints votes at that meeting;

(b) vote and procure the voting at each Board of Directors Meeting, Board of Commissioners Meeting and meeting of Shareholders by each of its representatives, and each Director or Commissioner it appoints, against each resolution in connection with such financing or refinancing against which HLNG or any Director or Commissioner it appoints votes;

(c) deliver to the Lenders or the agent or trustee acting on behalf of the Lenders (the “Lenders’ Agent”) certified copies of its constitutional documents, corporate charter and by-laws, resolutions, incumbency certificates, legal opinions, financial statements, and such other items as the Lenders or the Lenders’ Agent may reasonably request; and

(d) fulfil all obligations and comply with all procedures that may result from the financing or refinancing of the Project, including, without limitation, entering into security documents in respect of its rights under this agreement or its Shares, and providing all information reasonably requested by the Lenders or the Lenders’ Agent to facilitate the financing or refinancing of the Project. For the avoidance of doubt shareholders of the Domestic Partners are not required to enter into such security documents.

37

3. Each Domestic Partner acknowledges and agrees that HLNG and/or its Affiliates may collaterally assign any of its rights under this agreement to the Lenders’ Agent as security for its obligations to the Lenders provided that if there is any default in relation to such obligations, the Domestic Partners shall only be responsible under such security documents. HLNG and/or its Affiliates shall ensure that the Lenders shall have no recourse on any other assets of the Affiliates and/or the parents of the Domestic Partners. Each Domestic Partner agrees that upon notice of such collateral assignment it shall enter into a direct agreement with the Lenders’ Agent pursuant to which, among other things, it shall agree:

(a) that the Lenders’ Agent shall be entitled to exercise all rights and to cure any defaults of HLNG and/or its Affiliates under this agreement and that it shall accept such exercise or cure as though it had been done by HLNG and/or its Affiliates;

(b) that each Domestic Partner shall not, without the prior written consent of HLNG and/or its Affiliates (such consent not to be unreasonably withheld or delayed): (i) consent to or accept any cancellation or termination of this agreement by any party, or (ii) amend this agreement in any material respect;

(c) that each Domestic Partner shall not make any demands under this agreement on account of any default by HLNG and/or its Affiliates without giving prior written notice to the Lenders’ Agent and providing to the Lenders’ Agent an opportunity to cure such default; and

(d) that each Domestic Partner shall execute such further agreements and documents reasonably requested by HLNG and/or its Affiliates (on behalf of the Lenders’ Agent) providing assurances and other protections to the Lenders in furtherance of the provisions set forth above in connection with the financing or refinancing of the Project.

4. Each Domestic Partner further agrees (and will agree with the Lenders in the aforementioned direct agreement) that if the Lenders succeed to the interests of HLNG and/or its Affiliates by exercise of security, foreclosure or otherwise, it shall continue to perform in a timely manner all of its obligations under this agreement and shall recognise the Lenders or any substitute entity nominated by the Lenders in the place of HLNG and/or its Affiliates.

38

Schedule 5: Super Majority Matters

(a) The dissolution or liquidation (pembubaran) of the Company.

(b) Any filing for the bankruptcy (kepailitan) of the company.

(c) Any merger (penggabungan), consolidation (peleburan), acquisition (pengambilalihan) and demerger (pemisahan) of the Company.

(d) Any sale, assignment, lease, transfer, licence or disposal in any manner by the Company of assets or properties comprising 50% or more of the total assets of the Company.

(e) The creation by the Company of any encumbrances (other than any encumbrances arising by operation of law) on any assets or properties comprising 50% or more of the total assets of the Company.

39

Schedule 6: Default Events

It shall be a “Default Event” in respect of a Domestic Partner if:

1. it fails to pay any amount due and payable under this agreement and such amount remains unpaid ten days after HLNG notifies the defaulting Domestic Partner of such failure, except to the extent such failure was caused by HLNG’s breach of Clause 6(d);

2. an Insolvency Event arises in respect of the Domestic Partner;

3. it materially breaches this agreement (and a material breach includes any breach of Clauses 4(b), 6, 15, 16, 17, 18, 19(g), 22, 25 and 27.3) and fails to remedy the same after HLNG notifies the defaulting Domestic Partner of such breach;

4. an Event of Default under and as defined in the Equity Loan Agreement to which it is party occurs;

5. it ceases to be Controlled by the persons Controlling it on the date hereof;

6. it breaches the Financing Requirements; or

7. a Default Event is deemed to have occurred in respect of that Domestic Partner under Clause 19(d);

40

Schedule 7: Preliminary Business

The parties shall procure that upon incorporation of the Company:

1. the entire share capital of the Company shall be [TBD] A Shares, held by HLNG, and [TBD] B Shares, held by PT Bahtera Daya Utama

2. the HLNG Directors, President Director, and Board of Commissioners shall be appointed in accordance with this agreement, and:

2.1 the HLNG Directors shall be [TBD],[TBD] and [TBD], of whom [TBD] shall be President Director;

2.2 the Domestic Partner Directors shall be [TBD] and [TBD];

2.3 the HLNG Commissioners shall be [TBD], [TBD] and [TBD], of whom [TBD] shall be President Commissioner;

2.4 the Domestic Partner Commissioners shall be [TBD] and [TBD];

3. the entry by the Company into the project documents is approved.

4. the Company becomes party to this agreement by ratification of promoters’ legal acts as binding on the Company after it obtains status as a legal person no later than 14 days of MOLHR approval of establishment;

5. the name of the Company shall be PT Hoegh LNG Lampung;

6. the Articles of Association shall be in the approved form;

7. the registered office shall be at Jl. Jenderal Sudirman Kav 1, Jakarta 10220 ;

8. the financial year of the Company shall end on 31 December in each year.

41

Schedule 8: Services

The “Services” shall, in respect of a Domestic Partner, comprise the services set out in to a separate service agreement between Company and that Domestic Partner’s parent company, with service fees, as defined in that service agreement, payable from the satisfaction of Conditions in Schedule 2, while the FSRU is on hire under the LOM Agreement.

42

Schedule 9: Guarantee

43

IN WITNESS whereof the parties have caused this agreement to be duly executed the day and year first before written.

For and on behalf of

HOEGH LNG LAMPUNG PTE LTD

/s/ SVEINUNG STØHE

Sveinung Støhle

For and on behalf of

PT BAHTERA DAYA UTAMA

/s/ NURCAHYA BASUKI

Nurcahya Basuki

44

EX-10

EXHIBIT 10.21

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 LIMITED

NOVATION DEED

Watson, Farley & Williams

London

INDEX

Clause		Page
1	DEFINITIONS		1
2	NOVATION AND AMENDMENT OF LOAN AGREEMENTS		2
3	PURCHASER’S UNDERTAKING		2
4	COMPANIES’ UNDERTAKINGS AND PARTIAL RELEASE OF SELLER		3
5	SELLER’S UNDERTAKING AND PARTIAL RELEASE OF THE COMPANY		3
6	SELLER’S REPRESENTATIONS		3
7	COUNTERPARTS		3
8	GOVERNING LAW AND JURISDICTION		3
SCHEDULE THE AMENDED LOAN AGREEMENT			6

THIS NOVATION DEED is made at    a.m./p.m. on 31 August 2014

BETWEEN:

(1) MITSUI O.S.K. LINES, LTD., a company incorporated under the laws of Japan, having its principal office at 1-1, Toranomon, 2-Chome, Minato-ku, Tokyo, Japan 105-8688 (the “Seller”);

(2) TOKYO LNG TANKER CO., LTD., a company incorporated under the laws of Japan, having its address at 1-5-20 Kaigan, Minato-ku, Tokyo, Japan 105-8527 (the “Purchaser”);

(3) HÖEGH LNG LIMITED, a company incorporated pursuant to the laws of Bermuda, having its address at Canon’s Court, 22 Victoria Street, Hamilton, HM12 Bermuda (“HLNG”); and

(4) SRV JOINT GAS LIMITED, a company incorporated under the laws of the Cayman Islands having its registered office at Clifton House, 75 Fort Street, George Town, P.O. Box 1350, Grand Cayman KYI-1108, Cayman Islands (the “Company”).

WHEREAS:

(A) As at the time and date that this Deed is signed and delivered, the Seller owns fifty per cent. (50%) of the Company. The business of the Company is partially funded by the loan pursuant to the Loan Agreement.

(B) The Seller has agreed to sell, and the Purchaser has agreed to purchase, 1.5 per cent. of the shares in the Company from the Seller pursuant to the Share Purchase Agreement (as defined in this Deed), being 3 per cent. of the Seller’s shares in the Company (equivalent to 750 shares in the Company).

(C) As part of that transaction, the Seller has agreed to transfer 3 per cent. of the obligations owed to the Seller by the Company under the Loan Agreement.

(D) At the date of this Deed, the principal amount of the Loan outstanding pursuant to the Loan Agreement is $19,116,596 and there is $ 263,384 of interest accrued or outstanding.

NOW IT IS AGREED as follows:

1 DEFINITIONS

1.1 Definitions. In this Deed, including the recitals, unless the context requires otherwise:

“Completion” has the meaning given in the Share Purchase Agreement;

“Loan” means the unsecured and interest-bearing shareholder loan from the Seller to the Company pursuant to the Loan Agreement;

“Loan Agreement” means the shareholder loan agreement entered into between the Seller, HLNG and the Company on 28 April 2006 and subsequently amended on 20 December 2007 and on 19 November 2009;

“Loan Date” means 28 April 2006;

“Novation” has the meaning ascribed to it in Clause 2.1;

“Novation Amount” means an amount equal to $581,399.40; and

“Share Purchase Agreement” means the agreement relating to the sale and purchase of certain shares in the Company made between the Seller and the Purchaser entered into on the date hereof.

2 NOVATION AND AMENDMENT OF LOAN AGREEMENT

2.1 Novation. With effect from Completion, the Seller, HLNG and the Company agree to novate to the Purchaser 3 per cent. of the principal amount of the Loan, along with all accrued interest and all of the Seller’s accrued rights and obligations under the Loan Agreement relating to that amount in the period from the Loan Date up to and including the date of Completion (the “Novation”).

2.2 Validity of novation. The novation contained in Clause 2.1 shall be valid and take effect pursuant to this Deed, irrespective of whether the Loan Agreement was itself duly authorised and executed by the parties to it.

2.3 Amendment of Loan Agreement. With effect on and from Completion, the Loan Agreement will be amended so that it shall be read and construed for all purposes as set out in the Schedule, where it is set out in full.

3 PURCHASER’S UNDERTAKING

3.1 Payment of Novation Amount. The Purchaser hereby undertakes to pay the Novation Amount to the Seller at Completion in accordance with Clause 3.1(b) of the Share Purchase Agreement.

3.2 Purchaser’s undertakings. In order to give effect to the Novation, and with effect from Completion, the Purchaser hereby:

(a) undertakes to the Seller, HLNG and the Company to observe, perform, discharge and be bound by the Loan Agreement as if the Purchaser was a lender under the Loan Agreement in respect of the Novation Amount;

(b) undertakes to the Seller, HLNG and the Company to observe, perform, discharge and be bound by the Loan Agreement as if the Purchaser was a lender of 3 per cent. of the Loan under the Loan Agreement in respect of obligations falling to be performed by a lender on and from the date of Completion; and

(c) accepts the Company’s undertaking to observe, perform, discharge and be bound by the Loan Agreement (to the extent set out in Clause 4).

3.3 Events prior to Completion. Notwithstanding the foregoing undertakings, nothing in this Deed shall:

(a) require the Purchaser to perform any obligation created by or arising under the Loan Agreement falling due for performance, or which should have been performed, before Completion; or

(b) make the Purchaser liable for any act, neglect, default or omission in respect of the Loan Agreement committed by the Seller before Completion or any other liability in respect of the Loan Agreement arising prior to Completion.

2

4 COMPANY’S UNDERTAKINGS AND PARTIAL RELEASE OF SELLER

4.1 Company’s undertakings. With effect from Completion, the Company hereby:

(a) releases and discharges the Seller from its obligations to observe, perform, discharge and be bound by the Loan Agreement, to the extent that such obligations are assumed by the Purchaser;

(b) accepts the Purchaser’s undertaking to observe, perform, discharge and be bound by the Loan Agreement (to the extent set out in Clause 3); and

(c) undertakes to the Purchaser to observe, perform, discharge and be bound by the Loan Agreement as if the Purchaser was the lender under that Loan Agreement in respect of the Novation Amount.

5 SELLER’S UNDERTAKING AND PARTIAL RELEASE OF THE COMPANY

5.1 Seller’s undertakings. With effect from Completion, the Seller hereby:

(a) releases and discharges the Company from its obligations to the Seller to observe, perform, discharge and be bound by the Loan Agreement, to the extent that such obligations relate to the Novation Amount; and

(b) indemnifies the Purchaser fully against any loss, damage or costs suffered, sustained or incurred by the Purchaser as a result of any act, neglect, default or omission in respect of the Loan Agreement committed by the Seller before Completion.

6 SELLER’S REPRESENTATIONS

6.1 Representations. The Seller represents to the Purchaser that, as at the date first written above:

(a) all payments due under the Loan Agreement have been paid and there are no disputes outstanding between the Company and the Seller under the Loan Agreement; and

(b) the Loan Agreement has not been amended, assigned, novated, supplemented, cancelled or terminated, save as described in Clause 1.1 above.

7 COUNTERPARTS

7.1 Effective date. This Deed may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart.

7.2 Originals. Each counterpart shall constitute an original of this Deed, but all the counterparts shall together constitute but one and the same instrument.

8 GOVERNING LAW AND JURISDICTION

8.1 Governing law. This Deed and any non-contractual obligations arising out of or in connection with it are governed by and construed in accordance with English law.

8.2 Exclusive jurisdiction. The courts of England shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Deed, including any dispute concerning any non-contractual obligation arising out of or in connection with this Deed, and each of the parties irrevocably submits to the jurisdiction of such courts.

8.3 Appointment of process agent.

(a) The Seller hereby irrevocably appoints Mitsui O.S.K. Bulk Shipping (Europe) Ltd of Dexter House, Royal Mint Court, London EC3N 4JR as its agent for service of process in respect of proceedings before such courts.

3

(b) The Purchaser hereby irrevocably appoints WFW Legal Services Limited of 15 Appold Street, London EC2A 2HB as its agent for service of process in respect of proceedings before such courts.

(c) HLNG and the Company hereby irrevocably appoint Leif Hoegh UK Ltd of 5 Young Street, London W8 5EH as their agent for service of process in respect of proceedings before such courts.

8.4 Meaning of proceedings. In this Clause 8, “proceedings” means proceedings of any kind, including an application for a provisional or protective measure.

IN WITNESS of which this document has been executed as a deed and delivered on the date stated at the beginning of this Deed.

EXECUTED and DELIVERED as a deed	)	/s/ KOICHI MUTO
by affixing a seal of	)
Mr. Koichi Muto,	)
a Representative Director of:	)
MITSUI O.S.K. LINES, LTD.	)
EXECUTED and DELIVERED as a deed	)	/s/ KAZUMASA HIDAI
by affixing a seal of	)
Mr. Kazumasa Hidai,	)
a Representative Director of:	)
TOKYO LNG TANKER CO., LTD	)
EXECUTED and DELIVERED as a deed by	)	/s/ LARS MÅRDALEN
an Attorney on behalf of	)
HÖEGH LNG LIMITED	)
In the presence of:

Witness’ signature:	/s/ FREDRIK BERG
Name of witness:	FREDRIK BERG
Occupation:	Attorney-at-law
Address:	Drammensveien 134, 0277 Oslo, Norway

4

EXECUTED and DELIVERED	)
as a deed by	)
SRV JOINT GAS LIMITED	)
acting by an Attorney	)	/s/ ØRJAN HOMME
		Attorney Ørjan Homme

In the presence of:

Witness’ signature:	/s/ FREDRIK BERG
Name of witness:	FREDRIK BERG
Occupation:	Attorney-at-law
Address:	Drammensveien 134, 0277 Oslo, Norway

5

SCHEDULE

THE AMENDED LOAN AGREEMENT

6

UP TO USD 50,000,000

AMENDED AND RESTATED

SHAREHOLDERS’ LOAN AGREEMENT

Dated 31 August 2010

Entered into between

Höegh LNG Limited

and

Mitsui O.S.K. Lines, Ltd.

and

Tokyo LNG Tanker Co., Ltd.

as Lenders

and

SRV Joint Gas Ltd.

as Borrower

Page 1 of 4

THIS AGREEMENT (the “Agreement”) is dated as of 31st day of August 2010, and entered into between

(1) Höegh LNG Limited, a company incorporated pursuant to the laws of Bermuda, having its address at Cannon’s Court, 22 Victoria Street, Hamilton, HM12 Bermuda (“HLNG”)

(2) Mitsui O.S.K. Lines, Ltd., a company incorporated pursuant to the laws of Japan, having its principal offices at 1-1, Toranomon, 2-Chome, Minato-ku, Tokyo, Japan 105-8688 (“MOL”)

(3) Tokyo LNG Tanker Co. Ltd, a company incorporated pursuant to the laws of Japan, having its principal offices at 1-5-20, Kaigan, Minato-ku, Tokyo, Japan 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 Clifton House, 75 Fort Street, Grand Cayman, Cayman Islands (the “Company”).

WHEREAS :

A. The Company has entered into a ship building contract dated 7 April 2006 with Samsung Heavy Industries Co., Ltd. (the “Builder”) in respect of the construction of one shuttle and regasification vessel with Builder’s hull number 1688 (the “Vessel”).

B. MOL and HLNG have entered into a shareholders’ loan agreement dated 28 April 2006 as amended as of 20 December 2007 and further amended as of 19 November 2009 in the amount of up to USD 50,000,0000 (the “Shareholders’ Loan Agreement”).

C. The Vessel was delivered on 30 November 2009 (the “Delivery Date”).

D. TLT acquired 1.5% of the issued share capital of the Company (“TLT Shares”) from MOL on 31 August 2010.

E. Pursuant to the Novation Deed entered among MOL, TLT, HLNG and the Company on 31 August 2010 (the “Novation Deed”), 3.0% of the principal amount of the loan from MOL to the Company plus accrued interest thereon was transferred to TLT.

F. Following TLT’s acquisition of the TLT Shares, the parties have agreed to amend and restate the term of the Shareholder’s Loan Agreement as further set out herein.

Terms defined in the Shareholders’ Agreement shall, unless the context requires otherwise, have the same meanings when used in this Agreement.

Page 2 of 4

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

HLNG, 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 50,000,000.

3. ADVANCES

The Company acknowledges that, as at the date hereof, the Company is indebted to HLNG, MOL and TLT, respectively, in the principal amount of USD 19,116,596, USD 18,543,098.12 and USD 573,497.88 plus accrued interest (which is as of 31 August 2010 USD 263,384, USD 255,482.48 and USD 7,901.52 in favour of HLNG, MOL and TLT respectively).

4. TERM

The loans shall have a term corresponding to the period prior to the 12^th anniversary of the Delivery Date.

5. REPAYMENT

The principal amount outstanding including accrued interest shall be repaid on “pay as you earn” basis within the 12th 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 Shareholder Loan Agreement shall be borne by the Company.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with English Law.

Page 3 of 4

For and on behalf of Mitsui O.S.K. Lines, Ltd. (as Lender)	For and on behalf of Höegh LNG Limited (as Lender)
/s/ KOICHI MUTO	/s/ LARS MÅRDALEN
Name: Koichi Muto Title: Representative Director	Name: Lars Mårdalen Title: Attorney-in-fact

For and on behalf of Tokyo LNG Tanker Co., Ltd. (as Lender)	For and on behalf of SRV Joint Gas Ltd. (as Borrower)
/s/ KAZUMASA HIDAI	/s/ ØRJAN HOMME
Name: Kazumasa Hidai Title: Representative Director	Name: Ørjan Homme Title: Attorney-in-fact

Page 4 of 4

EX-10

EXHIBIT 10.22

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

London

INDEX

Clause		Page
1	DEFINITIONS		1
2	NOVATION AND AMENDMENT OF LOAN AGREEMENT		2
3	PURCHASER’S UNDERTAKING		2
4	COMPANY’S UNDERTAKINGS AND PARTIAL RELEASE OF SELLER		2
5	SELLER’S UNDERTAKING AND PARTIAL RELEASE OF THE COMPANY		3
6	SELLER’S REPRESENTATIONS		3
7	COUNTERPARTS		3
8	GOVERNING LAW AND JURISDICTION		3
SCHEDULE THE AMENDED LOAN AGREEMENT			6

THIS NOVATION DEED is made at    a.m./p.m. on 31 August 2014

BETWEEN:

(1) MITSUI O.S.K. LINES, LTD., a company incorporated under the laws of Japan, having its principal office at 1-1, Toranomon, 2-Chome, Minato-ku, Tokyo, Japan 105-8688 (the “Seller”);

(2) TOKYO LNG TANKER CO., LTD., a company incorporated under the laws of Japan, having its address at 1-5-20 Kaigan, Minato-ku, Tokyo, Japan 105-8527 (the “Purchaser”);

(3) HÖEGH LNG LIMITED, a company incorporated pursuant to the laws of Bermuda, having its address at Canon’s Court, 22 Victoria Street, Hamilton, HM12 Bermuda (“HLNG”); and

(4) SRV JOINT GAS TWO LIMITED, a company incorporated under the laws of the Cayman Islands having its registered office at Clifton House, 75 Fort Street, George Town, P.O. Box 1350, Grand Cayman KYI-1108, Cayman Islands (the “Company”).

WHEREAS:

(A) As at the time and date that this Deed is signed and delivered, the Seller owns fifty per cent. (50%) of the Company. The business of the Company is partially funded by the loan pursuant to the Loan Agreement.

(B) The Seller has agreed to sell, and the Purchaser has agreed to purchase, 1.5 per cent. of the shares in the Company from the Seller pursuant to the Share Purchase Agreement (as defined in this Deed), being 3 per cent. of the Seller’s shares in the Company (equivalent to 750 shares in the Company).

(C) As part of that transaction, the Seller has agreed to transfer 3 per cent. of the obligations owed to the Seller by the Company under the Loan Agreement.

(D) At the date of this Deed, the principal amount of the Loan outstanding pursuant to the Loan Agreement is $18,371,058 and there is $ 253,112 of interest accrued or outstanding.

NOW IT IS AGREED as follows:

1 DEFINITIONS

1.1 Definitions. In this Deed, including the recitals, unless the context requires otherwise:

“Completion” has the meaning given in the Share Purchase Agreement;

“Loan” means the unsecured and interest-bearing shareholder loan from the Seller to the Company pursuant to the Loan Agreement;

“Loan Agreement” means the shareholder loan and novation agreement entered into between the Seller, HLNG, the Company and SRV Joint Gas Limited on 20 December 2007 and subsequently amended on 25 May 2010;

“Loan Date” means 20 December 2007;

“Novation” has the meaning ascribed to it in Clause 2.1;

“Novation Amount” means an amount equal to $558,725.10; and

“Share Purchase Agreement” means the agreement relating to the sale and purchase of certain shares in the Company made between the Seller and the Purchaser entered into on the date hereof.

2 NOVATION AND AMENDMENT OF LOAN AGREEMENT

2.1 Novation. With effect from Completion, the Seller, HLNG and the Company agree to novate to the Purchaser 3 per cent. of the principal amount of the Loan, along with all accrued interest and all of the Seller’s accrued rights and obligations under the Loan Agreement relating to that amount in the period from the Loan Date up to and including the date of Completion (the “Novation”).

2.2 Validity of novation. The novation contained in Clause 2.1 shall be valid and take effect pursuant to this Deed, irrespective of whether the Loan Agreement was itself duly authorised and executed by the parties to it.

2.3 Amendment of Loan Agreement. With effect on and from Completion, the Loan Agreement will be amended so that it shall be read and construed for all purposes as set out in the Schedule, where it is set out in full.

3 PURCHASER’S UNDERTAKING

3.1 Payment of Novation Amount. The Purchaser hereby undertakes to pay the Novation Amount to the Seller at Completion in accordance with Clause 3.1(b) of the Share Purchase Agreement.

3.2 Purchaser’s undertakings. In order to give effect to the Novation, and with effect from Completion, the Purchaser hereby:

(a) undertakes to the Seller, HLNG and the Company to observe, perform, discharge and be bound by the Loan Agreement as if the Purchaser was a lender under the Loan Agreement in respect of the Novation Amount;

(b) undertakes to the Seller, HLNG and the Company to observe, perform, discharge and be bound by the Loan Agreement as if the Purchaser was a lender of 3 per cent. of the Loan under the Loan Agreement in respect of obligations falling to be performed by a lender on and from the date of Completion; and

(c) accepts the Company’s undertaking to observe, perform, discharge and be bound by the Loan Agreement (to the extent set out in Clause 4).

3.3 Events prior to Completion. Notwithstanding the foregoing undertakings, nothing in this Deed shall:

(a) require the Purchaser to perform any obligation created by or arising under the Loan Agreement falling due for performance, or which should have been performed, before Completion; or

(b) make the Purchaser liable for any act, neglect, default or omission in respect of the Loan Agreement committed by the Seller before Completion or any other liability in respect of the Loan Agreement arising prior to Completion.

4 COMPANY’S UNDERTAKINGS AND PARTIAL RELEASE OF SELLER

4.1 Company’s undertakings. With effect from Completion, the Company hereby:

2

(a) releases and discharges the Seller from its obligations to observe, perform, discharge and be bound by the Loan Agreement, to the extent that such obligations are assumed by the Purchaser;

(b) accepts the Purchaser’s undertaking to observe, perform, discharge and be bound by the Loan Agreement (to the extent set out in Clause 3); and

(c) undertakes to the Purchaser to observe, perform, discharge and be bound by the Loan Agreement as if the Purchaser was the lender under that Loan Agreement in respect of the Novation Amount.

5 SELLER’S UNDERTAKING AND PARTIAL RELEASE OF THE COMPANY

5.1 Seller’s undertakings. With effect from Completion, the Seller hereby:

(a) releases and discharges the Company from its obligations to the Seller to observe, perform, discharge and be bound by the Loan Agreement, to the extent that such obligations relate to the Novation Amount; and

(b) indemnifies the Purchaser fully against any loss, damage or costs suffered, sustained or incurred by the Purchaser as a result of any act, neglect, default or omission in respect of the Loan Agreement committed by the Seller before Completion.

6 SELLER’S REPRESENTATIONS

6.1 Representations. The Seller represents to the Purchaser that, as at the date first written above:

(a) all payments due under the Loan Agreement have been paid and there are no disputes outstanding between the Company and the Seller under the Loan Agreement; and

(b) the Loan Agreement has not been amended, assigned, novated, supplemented, cancelled or terminated, save as described in Clause 1.1 above.

7 COUNTERPARTS

7.1 Effective date. This Deed may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart.

7.2 Originals. Each counterpart shall constitute an original of this Deed, but all the counterparts shall together constitute but one and the same instrument.

8 GOVERNING LAW AND JURISDICTION

8.1 Governing law. This Deed and any non-contractual obligations arising out of or in connection with it are governed by and construed in accordance with English law.

8.2 Exclusive jurisdiction. The courts of England shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Deed, including any dispute concerning any non-contractual obligation arising out of or in connection with this Deed, and each of the parties irrevocably submits to the jurisdiction of such courts.

8.3 Appointment of process agent.

(a) The Seller hereby irrevocably appoints Mitsui O.S.K. Bulk Shipping (Europe) Ltd of Dexter House, Royal Mint Court, London EC3N 4JR as its agent for service of process in respect of proceedings before such courts.

3

(b) The Purchaser hereby irrevocably appoints WFW Legal Services Limited of 15 Appold Street, London EC2A 2HB as its agent for service of process in respect of proceedings before such courts.

(c) HLNG and the Company hereby irrevocably appoint Leif Hoegh UK Ltd of 5 Young Street, London W8 5EH as their agent for service of process in respect of proceedings before such courts.

8.4 Meaning of proceedings. In this Clause 8, “proceedings” means proceedings of any kind, including an application for a provisional or protective measure.

IN WITNESS of which this document has been executed as a deed and delivered on the date stated at the beginning of this Deed.

EXECUTED and DELIVERED as a deed	)	/s/ KOICHI MUTO
by affixing a seal of	)
Mr. Koichi Muto,	)
a Representative Director of:	)
MITSUI O.S.K. LINES, LTD.	)
EXECUTED and DELIVERED as a deed	)	/s/ KAZUMASA HIDAI
by affixing a seal of	)
Mr.Kazumasa Hidai,	)
a Representative Director of:	)
TOKYO LNG TANKER CO., LTD	)
EXECUTED and DELIVERED as a deed by	)	/s/ LARS MÅRDALEN
an Attorney on behalf of	)
HÖEGH LNG LIMITED	)

In the presence of:

Witness’ signature:	/s/ FREDRIK BERG
Name of witness:	FREDRIK BERG
Occupation:	Attorney-at-law
Address:	Drammensveien 134, 0277 Oslo, Norway

4

EXECUTED and DELIVERED	)
as a deed by	)
SRV JOINT GAS TWO LIMITED	)
acting by an Attorney	)	/s/ ØRJAN HOMME
		Attorney Ørjan Homme

In the presence of:

Witness’ signature:	/s/ FREDRIK BERG
Name of witness:	FREDRIK BERG
Occupation:	Attorney-at-law
Address:	Drammensveien 134, 0277 Oslo, Norway

5

SCHEDULE

THE AMENDED LOAN AGREEMENT

6

UP TO USD 50,000,000

AMENDED AND RESTATED

SHAREHOLDERS’ LOAN AGREEMENT

Dated 31 August 2010

Entered into between

Höegh LNG Limited

and

Mitsui O.S.K. Lines, Ltd.

and

Tokyo LNG Tanker Co., Ltd.

as Lenders

and

SRV Joint Gas Two Ltd.

as Borrower

Page 1 of 4

THIS AGREEMENT (the “Agreement”) is dated as of 31st day of August 2010, and entered into between

(1) Höegh LNG Limited, a company incorporated pursuant to the laws of Bermuda, having its address at Cannon’s Court, 22 Victoria Street, Hamilton, HM12 Bermuda (“HLNG”)

(2) Mitsui O.S.K. Lines, Ltd., a company incorporated pursuant to the laws of Japan, having its principal offices at 1-1, Toranomon, 2-Chome, Minato-ku, Tokyo, Japan 105-8688 (“MOL”)

(3) Tokyo LNG Tanker Co. Ltd, a company incorporated pursuant to the laws of Japan, having its principal offices at 1-5-20, Kaigan, Minato-ku, Tokyo, Japan 105-8527 (“TLT”);

(each the “Lender”, and collectively the “Lenders” or the “Shareholders”)

and

(4) SRV Joint Gas Two Ltd., a company incorporated pursuant to the laws of the Cayman Islands, having its registered offices at Clifton House, 75 Fort Street, Grand Cayman, Cayman Islands (the “Company”).

WHEREAS:

A. The Company has entered into a novation agreement pursuant to the terms and conditions of which the rights and obligations pursuant to a ship building contract dated 7 April 2006 with Samsung Heavy Industries Co., Ltd. (the “Builder”) in respect of the construction of one shuttle and regasification vessel with Builder’s hull number 1689 (the “Vessel”) have been novated from SRV Joint Gas Limited to the Company.

B. MOL and HLNG have entered into a shareholders’ loan agreement dated 20 December 2007 and amended as of 25 May 2010 in the amount of up to USD 50,000,0000 (the “Shareholders’ Loan Agreement”).

C. The Vessel was delivered on 1 June 2010 (the “Delivery Date”).

D. TLT acquired 1.5% of the issued share capital of the Company (the “TLT Shares”) from MOL on 31 August 2010.

E. Pursuant to the Novation Deed entered among MOL, TLT, HLNG and the Company on 31 August 2010 (the “Novation Deed”), 3.0% of the principal amount of the loan from MOL to the Company plus accrued interest thereon was transferred to TLT.

F. Following TLT’s acquisition of the TLT Shares, the parties have agreed to amend and restate the term of the Shareholder’s Loan Agreement as further set out herein.

Terms defined in the Shareholders’ Agreement shall, unless the context requires otherwise, have the same meanings when used in this Agreement.

Page 2 of 4

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

HLNG, 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 50,000,000.

3. ADVANCES

The Company acknowledges that, as at the date hereof, the Company is indebted to HLNG, MOL and TLT, respectively, in the principal amount of USD 18,371,058, USD 17,819,926.26 and USD 551,131.74 plus accrued interest (which is as of 31 August 2010 USD 253,112, USD 245,518.64 and USD 7,593.36 in favour of HLNG, MOL and TLT respectively).

4. TERM

The loans shall have a term corresponding to the period prior to the 12^th anniversary of the Delivery Date.

5. REPAYMENT

The principal amount outstanding including accrued interest shall be repaid on “pay you earn” basis within the 12th 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 Shareholder Loan Agreement shall be borne by the Company.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with English Law.

Page 3 of 4

For and on behalf of Mitsui O.S.K. Lines, Ltd. (as Lender)	For and on behalf of Höegh LNG Limited (as Lender)
/s/ KOICHI MUTO	/s/ LARS MÅRDALEN
Name: Koichi Muto Title: Representative Director	Name: Lars Mårdalen Title: Attorney-in-fact

For and on behalf of Tokyo LNG Tanker Co., Ltd. (as Lender)	For and on behalf of SRV Joint Gas Two Ltd. (as Borrower)
/s/ KAZUMASA HIDAI	/s/ ØRJAN HOMME
Name: Kazumasa Hidai Title: Representative Director	Name: Ørjan Homme Title: Attorney-in-fact

Page 4 of 4

EX-10

EXHIBIT 10.23

Date: 9 October 2013

Hoegh LNG Lampung Pte Ltd

PT Bahtera Daya Utama

PT Imeco Inter Sarana

Amendment and Restatement Agreement

THIS AMENDMENT AND RESTATEMENT AGREEMENT (this “Deed”) is made as a deed on 9 October 2013

BETWEEN:

(1) PT Bahtera Daya Utama, a company organised and existing under the laws of the Republic of Indonesia whose registered office is at Jalan Ampera Raya No.9-10, Jakarta Selatan 12550, Indonesia, (the “Borrower”);

(2) PT Imeco Inter Sarana, a company organised and existing under the laws of the Republic of Indonesia whose registered office is at Jalan Ampera Raya No. 9-10, Jakarta Selatan 12550, Indonesia, (the “Guarantor”); and

(2) Hoegh LNG Lampung Pte Ltd, a company organised and existing under the laws of Singapore whose registered office is at 4 Robinson Road, House of Eden #05-01, Singapore 048543, (the “Lender”).

RECITALS

(A) The Borrower and the Lender wish to amend the equity loan agreement dated 13 March 2013 between the Borrower and the Lender (the “Equity Loan Agreement”) on and subject to the terms of this Deed;

(B) The Guarantor and the Lender entered into a deed of guarantee and indemnity dated 13 March 2013 (the “Guarantee”) in relation to the Equity Loan Agreement and the Guarantor wishes to confirm that the Guarantee will continue to extend to the Equity Loan Agreement as amended by this Deed; and

(C) It is intended that this Deed takes effect as a deed notwithstanding the fact that a party may only execute it under hand.

(D) The Parties agree that this Deed is designated as a Finance Document for the purposes of the Equity Loan Agreement.

NOW, THEREFORE, it is agreed as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Deed terms defined in the Equity Loan Agreement and not otherwise defined herein shall have the meanings given to them in the Equity Loan Agreement and in addition the following terms shall have the following meanings:

“Amended and Restated Equity Loan Agreement” means the Equity Loan Agreement as amended and restated in the form set out in Schedule 1 (Amended and Restated Equity Loan Agreement).

“Party” means a party to this Deed.

1.2 Interpretation.

The rules of interpretation set out in Clauses 1.2 and 1.3 of the Equity Loan Agreement shall apply to this Deed as if set out in full herein, mutatis mutandis, and as if references therein to “this Agreement” were references to this Deed.

2. AMENDMENTS AND RESTATEMENT.

2.1 Amendments and Restatement.

With effect on and from the date of this Deed:

(a) the Equity Loan Agreement shall be amended and restated in the form set out in Schedule 1 (Amended and Restated Equity Loan Agreement) and so that it shall be read and construed for all purposes as set out in Schedule 1 (Amended and Restated Equity Loan Agreement); and

(b) the rights and obligations of the parties to the Equity Loan Agreement shall be governed by the Amended and Restated Equity Loan Agreement.

3. REPRESENTATIONS AND WARRANTIES.

3.1 Representations

Each of the Borrower and the Guarantor represents and warrants to the Lender on the date of this Deed that (i) it is a company, duly incorporated and validly existing under the laws of Indonesia and has corporate power to execute and deliver this Deed and to perform its obligations under this Deed and, in the case of the Borrower the Equity Loan Agreement as amended by this Deed; (ii) this Deed has been duly and validly executed and delivered by it; and (iii) this Deed and, in the case of the Borrower, the Equity Loan Agreement as amended by this Deed constitute the legal, valid and binding obligations of that Party, enforceable against it in accordance with their terms.

3.2 Representation in the Equity Loan Agreement

The Borrower makes each of the representations and warranties set out in Clause 11 (Representations and Warranties) of the Amended and Restated Equity Loan Agreement to the Lender on the date of this Deed.

4. EFFECT OF AMENDMENTS.

4.1 Equity Loan Agreement

It is agreed that the Equity Loan Agreement as amended by this Deed remains in full force and effect and any references to the Equity Loan Agreement whether in the Equity Loan Agreement or in any other agreement between any of the Parties shall be construed as a reference to the Equity Loan Agreement as amended by this Deed.

4.2 Guarantee

The Guarantor hereby confirms that it consents to the amendments to the Equity Loan Agreement pursuant to this Deed and acknowledges and agrees its obligations under the Guarantee extend to the Equity Loan Agreement as amended by this Deed.

5. MISCELLANEOUS.

5.1 Language

Each Party is fully aware that under Indonesian Law No. 24 of 2009 on the Flag, Language, State Symbol and National Anthem (“Law 24/2009”), this Deed may have to be executed in Bahasa Indonesia or in bilingual format. No later than 60 days from the date hereof, the Borrower shall prepare and the Parties shall execute an Indonesian language version of this Deed in the framework of Law 24/2009 and in form and substance satisfactory to the Lender, which version (i) shall only be a translation of and reference only for this Deed and shall not in any way be construed as a new, additional or separate agreement or an amendment to any of the terms herein, and (ii) shall have the same effective date as this English version

of this Deed. As a consequence, in the event of any discrepancy or inconsistency between this Deed and the Indonesian language version of this Deed, this Deed shall prevail and the relevant Indonesian language version shall be deemed to be automatically amended to conform with and to make the relevant Indonesian text consistent with the relevant English text. Each of the Parties hereby undertakes that: (a) it has read this Deed and understands its content in English, (b) this Deed has been entered into freely and without duress and (c) independent legal advice has been sought by such party prior to executing this Deed. Furthermore, each party agrees it will not cite or invoke Law 24/2009 or any regulation issued thereunder or claim that the fact this Deed was executed in the English language only to (x) defend its non-performance or breach of its obligations under this Deed or (y) allege that this Deed is against public policy or otherwise does not constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms.

5.2 Partial Invalidity

If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired, and the Parties shall enter into negotiations in good faith to replace the invalid, illegal or unenforceable provision.

5.3 Counterparts

This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

6. GOVERNING LAW

This Deed is governed by English law.

7. ARBITRATION

7.1 Arbitration

(a) Any dispute arising out of or in connection with this Deed, including (without limitation) any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The Tribunal shall consist of three arbitrators. The language of the arbitration shall be English.

(b) Decisions of the arbitral tribunal shall be binding in final instance upon the parties hereto. The parties hereto expressly agree in accordance with Indonesian Law No. 30 of 1999 on Arbitration and Alternative Dispute Resolution (the “Arbitration Law”) that in deciding the disagreement or dispute, the arbitrators shall be bound by strict rules of law, and may not purport to decide the same ex aequo et bono. The parties further agree to waive any Indonesian laws and regulations, decrees or policies having the force of law that would otherwise give a right to appeal any arbitration decision or award, and to the extent applicable, as such that in conformity with Article 60 of the Arbitration Law, there shall be no appeal and/or cessation to any court of law from the decision of the arbitrators and the parties shall not challenge or resist the enforcement action taken by the party in whose favour the decision of the arbitrators was given.

(c) The parties hereto expressly agree to waive the applicability of Article 48.1 of the Arbitration Law as such that the mandate of the arbitrators duly constituted in accordance with the terms of this Deed shall remain in effect until a final arbitral award has been issued by the arbitrators.

8. WAIVER OF IMMUNITY

8.1 Waiver of Immunity

(a) The Borrower waives generally all immunity it or its assets or revenues may otherwise have in any jurisdiction, including immunity in respect of:

(i) the giving of any relief by way of injunction or order for specific performance or for the recovery of assets or revenues; and

(ii) the issue of any process against its assets or revenues for the enforcement of a judgment or, in an action in rem, for the arrest, detention or sale of any of its assets and revenues.

(b) The Borrower agrees that in any proceedings in England this waiver shall have the fullest scope permitted by the English State Immunity Act 1978 and that this waiver is intended to be irrevocable for the purposes of the English State Immunity Act 1978.

9. THIRD PARTY RIGHTS.

A person who is not a party to this Deed has no right by reason of the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Deed.

IN WITNESS WHEREOF, this Deed has been executed and delivered by the Parties on the date stated at the beginning of this Deed.

SCHEDULE 1

AMENDED AND RESTATED LOAN AGREEMENT

SCHEDULE 1 AMENDED AND RESTATED EQUITY LOAN AGREEMENT

Date: 13 March 2013 (as amended and restated by an Amendment and Restatement Agreement dated 9 October 2013)

Hoegh LNG Lampung Pte Ltd

PT Bahtera Daya Utama

Equity Loan Agreement

Contents

1.	Definitions and Interpretation	1
2.	The Facility	9
3.	Purpose	9
4.	Utilisation	9
5.	Repayment	11
6.	Prepayment and Cancellation	11
7.	Interest	12
8.	Interest Periods	13
9.	Tax Gross Up and Indemnities	14
10.	Costs and Expenses	14
11.	Representations	15
12.	General Undertakings	16
13.	Events of Default	19
14.	Information Undertakings	22
15.	Changes to the Lender	24
16.	Changes to the borrower	24
17.	Payment Mechanics	25
18.	Set-Off and calculations	25
19.	Notices	26
20.	Partial Invalidity	27
21.	Remedies and Waivers	27
22.	Counterparts	28
23.	Governing Law	29
24.	Arbitration	29
25.	Waiver of immunity	29
Schedule 1: Conditions Precedent		31
Schedule 2: Utilisation Request		33

THIS AGREEMENT is dated 13 March 2013 (as amended and restated by an Amendment and Restatement Agreement dated 9 October 2013)

BETWEEN:

(1) PT Bahtera Daya Utama, a company organised and existing under the laws of the Republic of Indonesia whose registered office is at Jalan Ampera Raya No. 9-10, Jakarta Selatan 12550, Indonesia, as Borrower (the “Borrower”); and

(2) Hoegh LNG Lampung Pte Ltd, a company organised and existing under the laws of Singapore whose registered office is at 4 Robinson Road, House of Eden #05-01, Singapore 048543, as Lender (the “Lender”).

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

10. Definitions and Interpretation

10.1 Definitions

In this agreement:

“Affiliate” has the meaning given to it in the Shareholders Agreement;

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration;

“Available Commitment” means the Lender’s Commitment minus:

(a) the amount of its participation in any outstanding Loans; and

(b) in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date;

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Singapore, Jakarta and, for any payment made in US Dollars, New York;

“Cash Call” has the meaning given to it in the Shareholders Agreement;

“Commitment” means:

(a) the Initial Amount; and

(b) following the first Utilisation, any further amount which from time to time is made available pursuant to Clause 2.2 (Increase in Commitment),

to the extent not cancelled or reduced under this agreement;

Company” means PT Hoegh LNG Lampung;

2

“Default” means an Event of Default or any event or circumstance specified in Clause 13 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default;

“Distribution” means in respect of the Company:

(a) any dividend or other distribution (in cash or in kind) on or in respect of the shares in the share capital of the Company (or any part or class thereof), including proceeds from the liquidation of the Company;

(b) any repayment of share premium reserve or other capital reserve;

(c) any other payment by a way of return on capital;

(d) any participation in income or profits;

(e) a capital decrease or any repayment, redemption, repurchase or return of shares or capital (of any tier);

“Distribution Account” means an account with a bank or financial institution in Singapore in the name of the Borrower, secured under the Distribution Account Charge, and subject to an irrevocable instruction from the Borrower to that bank or financial institution that (i) such account is secured in favour of the Lender and (ii) all moneys in such account may only be withdrawn or transferred with the consent of the Lender; and (iii) the Lender may withdraw or transfer amounts from such account at any time and any number of times;

“Distribution Account Charge” means the charge to be entered into by the Borrower in favour of the Lender in respect of the Distribution Account (including all monies from time to time credited to, or standing to the credit of, the Distribution Account, and all interest payable to, or accruing in respect of, the Distribution Account) as security for the Borrower’s obligations to the Lender under the Finance Documents;

“Event of Default” means any event or circumstance specified as such in Clause 13 (Events of Default);

3

“Facility” means the term loan facility made available under this agreement as described in Clause 2 (The Facility);

“Final Maturity Date” means the earlier to occur of the date the Shareholders Agreement terminates and the date the Borrower ceases to be a shareholder in the Company, , in each case, in accordance with its terms;

“Finance Document” means each of this agreement, the Guarantee, the Intercreditor Deed, any Security Document, the Irrevocable Instruction and any other document designated as such by the Lender and the Borrower;

“Financial Indebtedness” means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(i) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above;

“FSRU” has the meaning given to it in the Shareholders Agreement;

“FSRU Mortgage” means the mortgage to be entered into by the Company in favour of the Lender over the FSRU as security for the Borrower’s obligations under the Finance Documents, ranking subsequent to the Senior Debt Security over the FSRU;

“GAAP” means generally accepted accounting principles in Indonesia including IFRS;

“Guarantee” means the Guarantee and Indemnity agreement between Lender and Borrower in respect of the obligations of the Borrower dated 13 March 2013;

4

“Guarantor” means the guarantor under Guarantee;

“HLNG” has the meaning given to it in the Shareholders Agreement.

“Initial Amount” means the paid up capital required to be paid up by the Borrower pursuant to clause 4(c) of the Shareholders Agreement;

“Intercreditor Deed” means the intercreditor deed to be entered into by, amongst others, the Lender and the holders of the Senior Debt Security and which will provide, amongst other things, for certain rights of priority in respect of certain assets subject to Transaction Security and Senior Debt Security;

“Interest Payment Date” means, subject to Clause 8 (Interest Periods), 31 March, 30 June, 30 September and 31 December in each year;

“Interest Period” means, for each Loan, the period commencing on the Utilisation Date of such Loan and ending on the next Interest Payment Date and each period thereafter commencing on an Interest Payment Date and ending on the next Interest Payment Date and, in relation to an Unpaid Sum, each period determined in accordance with Clause 7.3 (Default interest);

“Irrevocable Instruction” means the irrevocable instruction dated on or about the date hereof given by the Borrower to the Company authorising the Company to:

(a) accept the advances of the proceeds of Utilisations under this agreement by way of direct payment from the Lender to the Company as payment from the Borrower for its share capital in the share capital of the Company and funding obligations in respect of Cash Calls; and

(b) [make all payments of Distributions due to the Borrower to the Distribution Account or as the Lender may direct in payment of the Borrower’s obligations under the Finance Documents subject to and in accordance with the Shareholders Agreement;]

“Irrevocable Power of Attorney to Sell Shares” means the irrevocable power of attorney to be issued by the Borrower in the agreed form in favour of the Lender granting the Lender with the power and authority to sell the shares owned by the Borrower in the share capital of the Company as security for the Borrower’s obligations under the Finance Documents;

“Irrevocable Power of Attorney to Vote” means the irrevocable power of attorney to be issued by the Borrower in the agreed form in favour of the Lender granting the Lender with the power and authority to exercise the rights of the Borrower under or in respect of the shares owned by the Borrower in the share capital of the Company as security for the Borrower’s obligations under the Finance Documents;

“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan;

“Party” means a party to this agreement;

“Quasi-Security” has the meaning given to it in Clause 12.3 (Negative pledge);

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“Secured Asset” means any right or asset of the Borrower which is or, in relation to Security Documents not yet entered into, will once entered into be, subject to Security under the Security Documents;

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

“Security Documents” means each of:

(a) the Share Pledge;

(b) the FSRU Mortgage;

(c) the Irrevocable Power of Attorney to Sell Shares;

(d) the Irrevocable Power of Attorney to Vote;

(e) the Distribution Account Charge; and

(f) any other document entered into by the Borrower in form and substance satisfactory to the Lender and expressed to create any security in favour of the Lender over all or part of its assets in respect of the Borrower’s obligations under any Finance Document;

“Senior Debt” means all indebtedness under or pursuant to Financing Agreements, as that expression is defined in the Shareholders Agreement;

“Senior Debt Security” means the Security created and/or existing from time to time pursuant to the Financing Agreements, as that expression is defined in the Shareholders Agreement;

“Shareholders Agreement” means the shareholders agreement in relation to the Company between, amongst others, the Lender and the Borrower and dated on or about the date of this agreement;

“Share Pledge” means the share pledge to be granted by the Borrower over the share capital it holds in the Company as security for the Borrower’s obligations under the Finance Documents;

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

“Transaction Documents” means the Finance Documents and the Shareholders Agreement;

“Transaction Security” means the Security created pursuant to the Security Documents;

“Unpaid Sum” means any sum due but unpaid by the Borrower under the Finance Documents;

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“Utilisation” means a utilisation of the Facility;

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made; and

“Utilisation Request” means a notice substantially in the form set out in Schedule 2 (Utilisation Request).

10.2 Construction

(a) Unless a contrary indication appears, any reference in this agreement to:

(i) the “Lender”, the “Borrower” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii) a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Borrower and the Lender for the purposes of this agreement or, if not so agreed, is in the form specified by the Lender;

(iii) “assets” includes present and future properties, revenues and rights of every description;

(iv) a “Finance Document”, a “Transaction Document” or any other agreement or instrument is a reference to that Finance Document, Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(v) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(vi) a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(vii) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation; and

(viii) any “Section”, “Clause” or “Schedule” is to a section, clause, or schedule of this agreement;

(ix) a provision of law is a reference to that provision as amended or re-enacted.

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(b) Section, Clause and Schedule headings are for ease of reference only.

(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this agreement.

(d) A Default (other than an Event of Default) is “continuing” if it has not been waived by the Lender or remedied and an Event of Default is “continuing” if it has not been waived by the Lender.

10.3 Currency symbols and definitions

“$”, “USD” and “dollars” denote the lawful currency of the United States of America.

10.4 Third Party Rights

A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this agreement

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SECTION 2

THE FACILITY

11. The Facility

11.1 The Facility

Subject to the terms of this agreement, the Lender makes available to the Borrower a dollar term loan facility in an aggregate amount equal to the Commitment. As of the date of this agreement the Commitment is limited to the Initial Amount. The Parties acknowledge that the Lender may from time to time make further amounts available to be borrowed under this agreement pursuant to Clause 2.2 (Increase in Commitment).

11.2 Increase in Commitment

The Parties agree that if the Borrower is from time to time obliged under the Shareholders Agreement to fund the amount of a Cash Call to the Company, the Commitment shall automatically be increased by a sum equivalent to that amount.

12. Purpose

The Borrower shall apply all amounts borrowed by it under the Facility solely to pay-up its share capital in the share capital of the Company and to perform its obligations under the Shareholders Agreement to make payment pursuant to Cash Calls; and irrevocably agrees that amounts borrowed by it under the Facility shall be paid by the Lender directly to the Company on its behalf for such purpose but any such amounts so paid to the Company shall constitute amounts borrowed by the Borrower under this agreement and repayable by it in accordance with the terms of this agreement.

13. Utilisation

13.1 Delivery of a Utilisation Request

The Borrower may utilise the Facility by delivery to the Lender of a duly completed Utilisation Request.

13.2 Conditions to Utilisation

The Borrower may not deliver a Utilisation Request unless the Lender has received all of the documents and other evidence listed in Schedule 1 (Conditions precedent) in form and substance satisfactory to the Lender.

13.3 Further Conditions Precedent

Subject to Clause 4.2 (Conditions of Utilisation of Initial Amount), the Lender will only be obliged to comply with Clause 4.6 (Lender’s Participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a) no Default is continuing or would result from the proposed Utilisation;

(b) the Lender and the Borrower are then shareholders in the Company (or in the case of the Borrower and the first Utilisation will be upon the payment of the proceeds of such Utilisation to the Company in accordance with the terms herein) and party to the Shareholders Agreement;

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(c) there has been no enforcement of any Security over shares in the Company (other than any enforcement by the Lender) and no shares in the Company have been seized, expropriated, nationalised or compulsory acquired by any governmental, regulatory or other authority or other person (other than the Lender);

(d) the representations and warranties in Clause 11 (Representations) to be made by the Borrower are true.

13.4 Completion of a Utilisation Request

(a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i) the proposed Utilisation Date is a Business Day and unless the Lender otherwise agrees is not less than 2 Business Days and not more than 5 Business Days after the date of the Lender’s receipt of such Utilisation Request;

(ii) the currency and amount of the Utilisation comply with Clause 4.5 (Currency and amount); and

(iii) it specifies that the proceeds of such Utilisation are to be paid to the Company.

(b) Only one Loan may be requested in each Utilisation Request.

13.5 Currency and amount

(a) The currency specified in a Utilisation Request must be dollars.

(b) The amount of the proposed Loan must be an amount which is not more than the Available Commitment.

13.6 Lender’s Participation

If the conditions set out in this agreement have been met, the Lender shall make available each Loan by the relevant Utilisation Date.

13.7 Cancellation of Commitment

If the first Utilisation is less than the Initial Amount, an amount of the Commitment equal to the Initial Amount less the first Utilisation shall be immediately cancelled on the first Utilisation Date.

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SECTION 3

REPAYMENT, PREPAYMENT AND CANCELLATION

14. Repayment

14.1 Repayment of Loans

The Borrower shall, to the extent not prepaid prior to that date, repay the Loans in full on the Final Maturity Date together with all accrued and unpaid interest.

The loans shall be deemed to be fully repaid in accordance with Clauses 6.2, 13.11 and 13.12 of this Agreement.

14.2 Reborrowing

The Borrower may not reborrow any part of the Facility which is repaid.

15. Prepayment and Cancellation

15.1 Voluntary Prepayment

Except for any prepayment required under this agreement, the Borrower may only prepay the Loans at a time and in a manner expressly permitted by the Shareholders Agreement.

15.2 Mandatory Prepayment - Liquidation

(a) On the occurrence of the liquidation or dissolution of the Company, all the Loans, together with all accrued interest and all other amounts outstanding under this agreement, will automatically become immediately due and payable, subject to Clause 6.2(b).

(b) The Borrower’s payment obligations under Clause 6.2(a) shall be discharged by the Borrower transferring all of its rights to any share of the net assets of the Company on liquidation or dissolution to the Lender or a nominee of the Lender in accordance with the Shareholders Agreement and provided that such transfer takes effect on the dissolution of the Company.

15.3 Restrictions

(a) The Borrower may not reborrow any part of the Facility which is prepaid.

(b) The Borrower shall not repay or prepay all or any part of any Loan or cancel all or any part of the Commitment except at the times and in the manner expressly provided for in this agreement.

(c) Any prepayment under this agreement shall be made together with accrued interest on the amount prepaid.

(d) No amount of the Commitment cancelled under this agreement may be subsequently reinstated except by the Lender pursuant to Clause 2 (The Facility).

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SECTION 4

COSTS OF UTILISATION

16. Interest

16.1 Interest

Subject to Clause 7.3 (Default interest), interest shall accrue on each Loan for each Interest Period at a rate of 12 per cent per annum.

16.2 Payment and Capitalisation of interest

Subject to Clause 7.3 (Default interest), the Borrower shall pay accrued interest on each Loan on each Interest Payment Date. Without prejudice to the Lender’s rights under this agreement in respect of any failure to pay accrued interest on any Interest Payment Date, interest which has accrued on a Loan and not been paid when due in accordance with this agreement shall be compounded with the Loan to which it has accrued on the first Interest Payment Date occurring after the date on which it was due and added to and form part of the principal amount of such Loan from such date.

16.3 Default interest

(a) If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2 per cent per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Lender (acting reasonably). Any interest accruing under this Clause 7.3 shall be immediately payable by the Borrower on demand by the Lender.

(b) If any overdue amount consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be 2 per cent. per annum higher than the rate which would have applied if the overdue amount had not become due.

(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount.

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17. Interest Periods

17.1 Final Maturity Date

An Interest Period for a Loan that would otherwise extend beyond the Final Maturity Date shall end on the Final Maturity Date.

17.2 Consolidation of Loans

If two or more Interest Periods for Loans end on the same date those Loans will be consolidated into, and treated as, a single Loan on the last day of the Interest Period.

17.3 Non-Business Days

If an Interest Payment Date would otherwise fall on, or an Interest Period would otherwise end on, a day which is not a Business Day, that Interest Payment Date will instead be, or that Interest Period will instead end on, as the case may be, the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

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SECTION 5

ADDITIONAL PAYMENT OBLIGATIONS

18. Tax Gross Up and Indemnities

18.1 Definitions

(a) In this agreement:

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

(b) Unless a contrary indication appears, in this Clause 9 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

18.2 Tax gross-up

(a) The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b) The Borrower shall promptly upon becoming aware that the Borrower must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender accordingly. Similarly, the Lender shall notify the Borrower on becoming so aware.

(c) If a Tax Deduction is required by law to be made by the Borrower, the amount of the payment due from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d) If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(e) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to the Lender entitled to the payment evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

19. Costs and Expenses

19.1 Enforcement costs

The Borrower shall, within seven Business Days of demand, pay to the Lender the amount of all costs such as fees, accountants, bank charges and other related cost and expenses (including legal fees) incurred by the Lender in connection with the enforcement of, or the preservation of any rights under, any Finance Document; provided that the Borrower shall have no obligation to pay any such cost or expense to the extent it results from breach by HLNG of the Shareholders Agreement.

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SECTION 6

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

20. Representations

The Borrower makes the representations and warranties set out in this Clause 11 to the Lender on the date of this agreement.

20.1 Status

(a) It is a limited liability corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

(b) It has the power to own its assets and carry on its business as it is being conducted.

20.2 Binding obligations

The obligations expressed to be assumed by it in each Finance Document are legal, valid, binding and enforceable obligations.

20.3 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) its constitutional documents; or

(c) any agreement or instrument binding upon it or any of its assets.

20.4 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

20.5 Validity and admissibility in evidence

All Authorisations and any other acts, conditions or things required or desirable:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

(b) to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

have been obtained, effected, done, fulfilled or performed and are in full force and effect.

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20.6 No default

No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

20.7 Security

(a) No Security or Quasi-Security (as defined in Clause 12.3) exists over the Secured Assets other than pursuant to the Senior Debt Security or as permitted by this agreement.

(b) The Security created under the Security Documents is not subject to any prior ranking Security, other than the Senior Debt Security.

(c) The Security Documents are, or, in relation to Security Documents which have not yet been entered into, will once entered into be, valid and legally binding and create, or, as appropriate, will create valid Security in favour of the Lender enforceable in accordance with their terms.

20.8 Repetition

The representations and warranties in this Clause 11 are deemed to be made by the Borrower by reference to the facts and circumstances then existing on the date of each Utilisation Request and the first day of each Interest Period.

21. General Undertakings

The undertakings in this Clause 12 remain in force from the date of this agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

21.1 Authorisations

The Borrower shall promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Lender of,

(i) any Authorisation required under any law or regulation of its jurisdiction of incorporation to:

(A) enable it to perform its obligations under the Finance Documents; and

(B) ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

21.2 Compliance with laws

(a) The Borrower shall comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents.

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(b) Without limiting the generality of the foregoing, the Borrower shall comply, and shall procure that the Guarantor complies where applicable from time to time with all of the requirements provided under the prevailing regulations in Indonesia in relation to the entry and implementation of this agreement, including but not limited to (i) Law No. 24 of 2009 concerning National Flag, Language, Symbol and Anthem, (ii) Presidential Decree No. 59 of 1972 regarding Receipt of Foreign Loan, (iii) Presidential Decree No. 39 of 1991 regarding Coordination in Managing Commercial Foreign Loan , (iv) Bank Indonesia Regulation No. 13/15/PBI/2011 dated 23 June 2011 and Bank Indonesia Circular Letter No. 13/21/DSM dated 15 August 2011 regarding monitoring and reporting of foreign exchange activities of Non-Bank Institutions, (v) Bank Indonesia Regulation No. 12/24/PBI/2010 dated 29 December 2010 and Bank Indonesia Circular Letter No. 13/1/DINT dated 20 January 2011 concerning the reporting obligation of offshore loan, (vi) Bank Indonesia Regulation No. 13/20/PBI/2011 concerning receipt of foreign exchanges derived from the proceeds of export and off-shore loan transactions, and (vii) Bank Indonesia Regulation No. 12/1/PBI/2010 dated 28 January 2010 concerning offshore loan to non-bank companies, if applicable.

21.3 Negative pledge

In this Clause 12.3, “Quasi-Security” means an arrangement or transaction described in paragraph (b) below.

(a) The Borrower shall not create or permit to subsist any Security over any of the Secured Assets other than under the Security Documents or sell, transfer or otherwise dispose of any of Secured Assets.

(b) The Borrower shall not :

(i) sell, transfer or otherwise dispose of any of its receivables that relate to Secured Assets on recourse terms;

(ii) enter into any arrangement under which money or the benefit of a bank or other account relating to Secured Assets may be applied, set-off or made subject to a combination of accounts; or

(iii) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c) Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security, listed below:

(i) any Security or Quasi-Security which is Senior Debt Security; and

(ii) any lien arising by operation of law and in the ordinary course of trading.

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21.4 Transaction Security

(a) The Borrower shall not do or permit to be done any act or thing, if relevant, that might jeopardise or otherwise alter or impair the Transaction Security or adversely affect or diminish the value of any assets subject to the Transaction Security.

(b) Without prejudice to any obligations specified in a Security Document, the Borrower shall promptly do all acts or execute all documents (including assignments, transfers, charges, notices and instructions) as the Lender may reasonably specify (and in the form the Lender may reasonably require):

(i) to create, perfect, protect or maintain the Transaction Security or for the exercise of the rights, powers and remedies of the Lender in respect of the Transaction Security; and

(ii) to facilitate the enforcement of the Transaction Security.

(c) The Borrower shall warrant and defend the rights, title and interest of the Lender in and to the assets, which are from time to time expressed to be subject to the Transaction Security against the claims and demands of all persons whomsoever.

(d) The Borrower shall pay when due all taxes, duties, fees and other charges payable in respect of registrations, notarisations and filings of the Finance Documents under applicable law and in connection with any acts or documents required or requested pursuant to this Clause 12.4.

21.5 Registration of Transaction Security

The Borrower shall promptly, and in any event within any time limit specified by applicable law or regulation, deliver each Security Document (and any documents that may be required in relation thereto) to such person or agency and complete any other necessary formalities (including registration with all relevant authorities and registries in each relevant jurisdiction to the extent applicable) as may be specified by applicable law or regulation in order to perfect and maintain the Transaction Security created or expressed to be created thereunder.

21.6 Financial Indebtedness

The Borrower shall not incur any Financial Indebtedness except under this agreement.

21.7 Irrevocable Instruction

The Borrower shall maintain the Irrevocable Instruction and shall not instruct or vote on any matter pertaining to the Company in its capacity as a holder of share capital in the Company or otherwise in any manner that would conflict with the terms of this agreement other than in accordance with the instructions of the Lender.

21.8 Notification of default

The Borrower shall notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

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22. Events of Default

Each of the events or circumstances set out in Clause 13 is an Event of Default (save for Clause 13.10 (Acceleration), Clause 13.11 (Transfer of Shares and Rights) and Clause 13.12 (Senior Debt Security).

22.1 Non-payment

The Borrower does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by administrative or technical error; and

(b) payment is made within 14 Business Days of its due date.

22.2 Other obligations

(a) A Default Event under and as defined in the Shareholders Agreement occurs in relation to the Borrower or it fails to transfer its shares in accordance with the Shareholders Agreement when obliged to thereunder or it is or becomes a Deadlock Shareholder (as defined in the Shareholders Agreement).

(b) The Borrower does not comply with any provision of the Transaction Documents (other than those referred to in Clause 13.1 (Non-payment) and paragraph (a) above).

(c) No Event of Default under paragraph (b) above in relation to Clause 13.4 will occur if the failure to comply is capable of remedy and is remedied within 10 Business Days of the earlier of (A) the Lender giving notice to the Borrower and (B) the Borrower becoming aware of the failure to comply.

22.3 Misrepresentation

Any representation or statement made or deemed to be made by the Borrower in the Transaction Documents or any other document delivered by or on behalf of the Borrower under or in connection with any Transaction Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

22.4 Cross default

(a) Any Financial Indebtedness of the Borrower or the Guarantor is not paid when due nor within any applicable grace period.

(b) Any Financial Indebtedness of the Borrower or the Guarantor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) Any creditor of the Borrower or the Guarantor becomes entitled to declare any Financial Indebtedness of the Borrower or the Guarantor, as applicable due and payable prior to its specified maturity as a result of an event of default (however described).

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22.5 Insolvency

(a) The Borrower or the Guarantor is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding the Lender) with a view to rescheduling any of its indebtedness.

(b) The value of the assets of the Borrower or the Guarantor is less than its liabilities (taking into account contingent and prospective liabilities).

(c) A moratorium is declared in respect of any indebtedness of the Borrower or the Guarantor.

22.6 Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Borrower or the Guarantor;

(b) a composition, compromise, assignment or arrangement with any creditor of the Borrower or the Guarantor;

(c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect the Borrower or the Guarantor or any of their assets; or

(d) enforcement of any Security over any assets of the Borrower or the Guarantor,

or any analogous procedure or step is taken in any jurisdiction.

22.7 Unlawfulness and invalidity

It is or becomes unlawful for the Borrower or the Guarantor to perform any of its obligations under the Transaction Documents.

22.8 Transaction Security

(a) At any time any of the Transaction Security is not or ceases to be legal, valid, binding or enforceable.

(b) Any seizure, confiscation, requisition, attachment or other appropriation of the Secured Assets or any part thereof.

22.9 Guarantee

(a) The Guarantor does not comply with any provision of the Guarantee.

(b) Any representation or statement made or deemed to be made by the Guarantor in the Guarantee or in any other document delivered by or on behalf of the Guarantor under or in connection with the Guarantee is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

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22.10 Acceleration

On and at any time after the occurrence of an Event of Default the Lender may, subject to Clause 13.11 (Transfer of Shares and Rights), by notice to the Borrower:

(a) cancel the Commitment whereupon it shall immediately be cancelled;

(b) require the Borrower to transfer all of its shares in the Company to such person as the Lender or its relevant Affiliate nominates in accordance with the Shareholders Agreement;

(c) declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(d) declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Lender, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents.

22.11 Transfer of Shares and Rights

If an Event of Default occurs prior to the liquidation of the Borrower the Lender may only take an action referred to in paragraphs (c) and (d) of Clause 13.10 (Acceleration) if the Borrower fails to transfer its shares in the Company in accordance with the requirements of the Shareholders Agreement and subject to Clause 13.12 (Senior Debt Security). To the extent that pursuant to the requirements of the Shareholders Agreement:

(a) [the rights and obligations of the Borrower under this agreement are assumed by the relevant transferee, the Borrower shall be released from its obligations under this agreement which are assumed by such transferee;

(b) the amounts outstanding under this agreement are to repaid by the relevant transferee on behalf of the Borrower, the Borrower shall be released from its obligations under this agreement following such payment;

(c) the amounts outstanding under this agreement are to be waived following such transfer, they shall be so waived and the Borrower shall be released from its obligations under this agreement following such transfer.

22.12 Senior Debt Security

(a) The Lender may not take an action referred to in paragraphs (c) and (d) of Clause 13.10 (Acceleration) as a result of a failure of the Borrower to transfer its shares in the Company in accordance with the requirements of the Shareholders Agreement where such failure is a result of the lenders in whose favour the Senior Debt Security has been created (the “Senior Lenders”) failing to take any action or provide any consent required for such transfer and provided that the Borrower has taken all such actions and entered into all such documents as are reasonably required for obtaining such consent and effecting such transfer.

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(b) If the Senior Lenders have enforced any Senior Debt Security over the shares in the Company owned by the Borrower and appropriated, sold or otherwise transferred the shares in the Company owned by the Borrower or appointed an administrator or analogous official over such shares or the Company, the Borrower shall not (unless such shares are returned to the Borrower or such enforcement action otherwise ceases to apply) be obliged to pay amounts under this agreement except pursuant to Clause 6 (Prepayment and Cancellation) and without prejudice to any obligation to transfer its shares in the Company in accordance with the requirements of the Shareholders Agreement and provided that any surplus assets or proceeds of enforcement arising from such enforcement and returned or paid to the Borrower following such enforcement shall be promptly transferred or paid to the Lender or as it may direct to discharge the Borrower’s obligations under this agreement.

23. Information Undertakings

The undertakings in this Clause 14 remain in force from the date of this agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

23.1 Information Undertakings

The Borrower and Guarantorshall supply to the Lender:

(a) as soon as they are available, but in any event within 30 days after the end of each of its financial years its audited consolidated financial statements for that financial year; and

(b) except for the Guarantor, as soon as they are available, but in any event within 30 days after the end of each financial quarter of each of its financial years its consolidated financial statements for that financial quarter; and

23.2 Budget

(a) The Borrower shall supply to the Lender as soon as the same become available but in any event within 60 days before the start of each of its financial years, an annual budget for that financial year.

(b) The Borrower shall ensure that each budget:

(i) is in a form reasonably acceptable to the Lender and includes a projected consolidated profit and loss, balance sheet and cashflow statement for the Borrower , projected financial covenant calculations and;

(ii) is prepared in accordance with the accounting principles and the accounting practices acceptable to the Lender and financial reference periods applied to financial statements under Clause 14.1; and

(iii) has been approved by the board of directors of the Borrower .

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23.3 Information: Miscellaneous

The Borrower or the Guarantor, as applicable, shall supply to the Lender:

(a) at the same time as they are dispatched, copies of all documents dispatched by the Borrower to its creditors generally (or any class of them);

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against the Borrower or the Guarantor, and which, if adversely determined, are reasonably likely to involve a liability, or a potential or alleged liability, exceeding $250,000 (or its equivalent in other currencies);

promptly on request, such further information regarding the financial condition, assets and operations of the Borrower , including any requested amplification or explanation of any item in the financial statements, budgets or other material provided by the Borrower or the Guarantor under this Agreement, any changes to management of the Borrower or the Guarantor.

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SECTION 7

CHANGES TO THE PARTIES

24. Changes to the Lender

The Lender may assign any of its rights or transfer by novation any of its rights and obligations under this agreement or any Finance Document to any person.

25. Changes to the Borrower

The Borrower may not assign any of its rights or transfer any of its rights and obligations under this agreement or any Finance Document without the consent of Lender, provided that the rights and obligations of the Borrower under this agreement may be transferred to any person to whom they are required to be transferred in accordance with the Shareholders Agreement.

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SECTION 8

ADMINISTRATION

26. Payment Mechanics

26.1 Partial payments

If the Lender receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Lender shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following order:

(a) first, in or towards payment pro rata of any unpaid costs and expenses of the Lender under the Finance Documents;

(b) secondly, in or towards payment pro rata of any accrued interest due but unpaid under this agreement;

(c) thirdly, in or towards payment pro rata of any principal due but unpaid under this agreement; and

(d) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

26.2 No set-off by the Borrower

All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

26.3 Business Days

(a) Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

27. Set-Off and calculations

(a) The Lender may set off any matured obligation due from the Borrower under the Finance Documents against any matured obligation owed by the Lender to the Borrower, regardless of the place of payment, booking branch or currency of either obligation.

(b) Any certification or determination by the Lender of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

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(c) Any interest accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days.

28. Notices

28.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

28.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of the Borrower, that identified with its name below; and

(b) in the case of the Lender, that identified with its name below; and

or any substitute address or fax number or department or officer as the Party may notify to the other Party by not less than five Business Days’ notice.

28.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will, subject to paragraph (b) below, only be effective:

(i) if by way of fax, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

and, if a particular department or officer is specified as part of its address details provided under Clause 19.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Lender will be effective only when actually received by the Lender and, if a particular department or officer is specified as part of its address details provided under Clause 19.2 (Addresses), only if addressed to that department or officer.

28.4 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

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(i) in English; or

(ii) if not in English, and if so required by the Lender, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

(c) Each Party is fully aware that under Indonesian Law No. 24 of 2009 on the Flag, Language, State Symbol and National Anthem (“Law 24/2009”), this agreement may have to be executed in Bahasa Indonesia or in bilingual format. No later than 60 days from the date hereof, the Borrower shall prepare and the parties shall execute an Indonesian language version of this agreement in the framework of Law 24/2009 and in form and substance satisfactory to the Lender, which version (i) shall only be a translation of and reference only for this agreement and shall not in any way be construed as a new, additional or separate agreement or an amendment to any of the terms herein, and (ii) shall have the same effective date as this English version of this agreement. As a consequence, in the event of any discrepancy or inconsistency between this agreement and the Indonesian language version of this agreement, this agreement shall prevail and the relevant Indonesian language version shall be deemed to be automatically amended to conform with and to make the relevant Indonesian text consistent with the relevant English text. Each of the parties hereby undertakes that: (a) it has read this agreement and understands its content in English, (b) this agreement has been entered into freely and without duress and (c) independent legal advice has been sought by such party prior to executing this agreement. Furthermore, each party agrees it will not cite or invoke Law 24/2009 or any regulation issued thereunder or claim that the fact this agreement was executed in the English language only to (x) defend its non-performance or breach of its obligations under this agreement or (y) allege that this agreement is against public policy or otherwise does not constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms.

29. Partial Invalidity

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired, and the Parties shall enter into negotiations in good faith to replace the invalid, illegal or unenforceable provision.

30. Remedies and Waivers

No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the part of the Lender shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

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31. Counterparts

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

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SECTION 9

GOVERNING LAW AND ENFORCEMENT

32. Governing Law

This agreement is governed by English law.

33. Arbitration

33.1 Arbitration

(a) Any dispute arising out of or in connection with this agreement, including (without limitation) any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The Tribunal shall consist of three arbitrators. The language of the arbitration shall be English.

(b) Decisions of the arbitral tribunal shall be binding in final instance upon the parties hereto. The parties hereto expressly agree in accordance with Indonesian Law No. 30 of 1999 on Arbitration and Alternative Dispute Resolution (the “Arbitration Law”) that in deciding the disagreement or dispute, the arbitrators shall be bound by strict rules of law, and may not purport to decide the same ex aequo et bono. The parties further agree to waive any Indonesian laws and regulations, decrees or policies having the force of law that would otherwise give a right to appeal any arbitration decision or award, and to the extent applicable, as such that in conformity with Article 60 or Arbitration Law, there shall be no appeal and/or cessation to any court of law from the decision of the arbitrators and the parties shall not challenge or resist the enforcement action taken by the party in whose favour the decision of the arbitrators was given.

(c) The parties hereto expressly agree to waive the applicability of Article 48.1 of the Arbitration Law as such that the mandate of the arbitrators duly constituted in accordance with the terms of this agreement shall remain in effect until a final arbitral award has been issued by the arbitrators.

34. Waiver of immunity

34.1 Waiver of Immunity

(a) The Borrower waives generally all immunity it or its assets or revenues may otherwise have in any jurisdiction, including immunity in respect of:

(i) the giving of any relief by way of injunction or order for specific performance or for the recovery of assets or revenues; and

(ii) the issue of any process against its assets or revenues for the enforcement of a judgment or, in an action in rem, for the arrest, detention or sale of any of its assets and revenues.

(b) The Borrower agrees that in any proceedings in England this waiver shall have the fullest scope permitted by the English State Immunity Act 1978 and that this waiver is intended to be irrevocable for the purposes of the English State Immunity Act 1978.

This agreement has been entered into on the date stated at the beginning of this agreement.

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IN WITNESS whereof the parties have caused this agreement to be duly executed the day and year first before written.

For and on behalf of

HOEGH LNG LAMPUNG PTE LTD

Sveinung Støhle

For and on behalf of

PT BAHTERA DAYA UTAMA

Nurcahya Basuki

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Schedule 1: Conditions Precedent

1. The Borrower

(a) A copy of the constitutional documents of each of the Borrower and the Guarantor.

(b) A copy of a resolution of the board of commissioners of each of the Borrower approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party.

(c) A copy of a resolution of the board of commissioners of the Guarantor approving the terms of the Guarantee.

(d) A copy of a resolution of the General Meeting of Shareholders of each of the Borrower approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party.

(e) A copy of a resolution of the board of directors of the Borrower:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf if applicable; and

(iii) authorising a specified person or persons, on its behalf if applicable, to sign and/or despatch all documents and notices (including any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(f) A copy of a resolution of the board of directors of the Guarantor:

(i) approving the terms of, and resolving that it executes the Guarantee;

(ii) authorising a specified person or persons to execute the Guarantee on its behalf if applicable; and

(iii) authorising a specified person or persons, on its behalf if applicable, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Guarantee.

(g) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(h) A certificate of the Borrower (signed by a director) confirming that borrowing, the Commitment would not cause any borrowing, guaranteeing or similar limit binding on the Borrower to be exceeded.

(i) A certified copy of the register of shareholders of the Borrower.

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(j) A certificate of an authorised signatory of the Borrower certifying that each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this agreement.

2. Finance Documents

(a) This agreement and the Guarantee duly executed by all parties to it.

(b) The Intercreditor Deed and each Security Document duly executed by all original parties to them.

(c) The Irrevocable Instruction duly executed by the Borrower [and the Company].

(d) All original share certificates representing the shares secured under the Share Pledge shall have been received by the Lender.

(e) Evidence that the Share Pledge has been registered in the shares registry book of the Company, and the notices required to be sent under the Share Pledge have been sent and acknowledged.

3. Legal opinions

(a) A legal opinion of Lender’s legal advisers , substantially in the form agreed by the Lender.

4. Other documents and evidence

(a) A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

(b) Evidence that this agreement has been reported by the Borrower to Bank Indonesia, the Ministry of Finance and Offshore Commercial Loan (PKLN) Team in compliance with the regulations specified in Clause 12.2 (Compliance with laws) of this agreement.

(c) Evidence that Guarantee has been reported by the Guarantor to Bank Indonesia and/or the Ministry of Finance and Offshore Commercial Loan (Pinjaman Komersial Luar Negeri) Team or any other regulatory body if applicable and required by Indonesian law.

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Schedule 2: Utilisation Request

From: [Borrower]

To: [Lender]

Dated:

Dear Sirs

Equity Loan Agreement

Dated 13 March 2013 (as amended and restated on [            ]) (the “Agreement”)

1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to borrow a Loan on the following terms:

Proposed Utilisation Date:	[    ] (or, if that is not a Business Day, the next Business Day)
Currency of Loan:	USD
Amount:	[    ]
Interest Period:	[            ]

3. The proceeds of this Loan are to be applied towards our investment in the share capital of the Company and funding of Cash Calls in accordance with the Shareholders Agreement and should be credited to the following account of the Company:

[Loan Account details].

4. This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

[name of Borrower]

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THE LENDER

[Insert Lender name]

By:

[Appropriate execution provisions to be inserted]

Address:

Fax:

Attention:

THE BORROWER

[Insert Borrower name]

By:

[Appropriate execution provisions to be inserted]

Address:

Fax:

Attention:

34

SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT

EXECUTED AND DELIVERED AS A DEED BY PT BAHTERA DAYA UTAMA
By:	/s/ NURCAHYA BASUKI
Name:	Nurcahya Basuki
Title:	Director

EXECUTED AND DELIVERED AS A DEED BY PT IMECO INTER SARANA
By:	/s/ TANU WIJAYA
Name:	Tanu Wijaya
Title:	President Director

EXECUTED AND DELIVERED AS A DEED BY HOEGH LNG LAMPUNG PTE LTD
By:	/s/ PARTHSARTHI JINDAL
Name:	Parthsarthi Jindal
Title:	Director

EX-10

EXHIBIT 10.24

REVOLVING LOAN AGREEMENT

dated as of [                 ], 2014

between

Höegh LNG Partners LP

as Borrower

and

Höegh LNG Holdings Ltd.

as Lender

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS; CONSTRUCTION
Section 1.1	Definitions	1
Section 1.2	Other Definitional Provisions	5
Section 1.3	Accounting Terms and Principles	5
ARTICLE II
AMOUNT AND TERMS OF THE LOANS
Section 2.1	Loan Commitment	6
Section 2.2	Borrowing Procedure	6
Section 2.3	Optional Reduction and Termination of Loan Commitment	6
Section 2.4	Repayment of Loans	6
Section 2.5	Prepayment	6
Section 2.6	Interest on Loans	6
Section 2.7	Computation of Interest	7
Section 2.8	Fees	7
Section 2.9	Evidence of Debt	7
Section 2.10	Payments Generally	7
Section 2.11	Taxes	7
Section 2.12	Illegality	8
ARTICLE III
CONDITIONS PRECEDENT TO LOANS
Section 3.1	Conditions to Effectiveness	8
Section 3.2	Conditions to Making of each Loan	9
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.1	Corporate Existence; Compliance with Law	9
Section 4.2	Power; Authorization; Enforceable Obligations	9
Section 4.3	No Legal Bar	10
Section 4.4	No Material Litigation	10
Section 4.5	No Default	10
Section 4.6	Use of Proceeds	10
ARTICLE V
COVENANTS
Section 5.1	Delivery of Financial Information	10
Section 5.2	Notice of Default	10
Section 5.3	Conduct of Business and Maintenance of Existence, etc	11

i

ARTICLE VI
EVENTS OF DEFAULT
Section 6.1	Events of Default	11
ARTICLE VII
MISCELLANEOUS
Section 7.1	Notices	12
Section 7.2	Waiver; Amendments	13
Section 7.3	Expenses; Indemnification	13
Section 7.4	Successors and Assigns	14
Section 7.5	Governing Law	15
Section 7.6	Counterparts; Integration	15
Section 7.7	Survival	15
Section 7.8	Severability	15

ii

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”).

W I T N E S S E T H:

WHEREAS, the Borrower has requested that the Lender make loans to the Borrower in an aggregate principal amount of up to $85,000,000; and

WHEREAS, subject to the terms and conditions of this Agreement, the Lender is willing to make the requested loans to the Borrower.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Borrower and the Lender agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

Section 1.1 Definitions. The following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):

“Agreement” shall have the meaning assigned to such term in the opening paragraph of this Agreement.

“Applicable Margin” shall mean 4.00% per annum.

“Availability Period” shall mean the period from and including the Closing Date to, but excluding, the earlier of (i) the Maturity Date and (ii) the date of termination of the Loan Commitment pursuant to Section 2.3 or Section 6.1.

“Borrower Affiliate” shall mean the Borrower and each Subsidiary thereof.

“Borrower” shall have the meaning assigned to such term in the opening paragraph of this Agreement.

“Business Day” shall mean a day other than a Saturday, Sunday or any other day on which commercial banks in London, New York, the Marshall Islands, Norway or Bermuda are authorized or required by law to close.

“Capital Lease Obligations” shall mean, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP as of the date hereof; and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

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“Closing Date” shall have the meaning assigned to such term in Section 3.1 of this Agreement.

“Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time.

“Commitment Fee” shall have the meaning assigned to such term in Section 2.8.

“Default” means any of the events specified in Article VI, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Default Interest” shall have the meaning set forth in Section 2.6(b) of this Agreement.

“Default Interest Rate” shall mean the Loan Interest Rate, plus an additional 2.00% per annum.

“Dollars” and “$” shall mean the lawful currency of the United States of America.

“Event of Default” shall mean any of the events specified in Article VI of this Agreement; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Excluded Taxes” shall mean, with respect to the Lender, taxes imposed on or measured by its overall net income, franchise taxes, and any branch profits or similar tax imposed on it by any jurisdiction.

“GAAP” shall mean United States generally accepted accounting principles applied on a consistent basis.

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Guarantee Obligation” shall mean as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit), if to induce the creation of such obligation of such other Person the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

2

“Hedge Agreements” shall mean all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements entered into by the Borrower or its Subsidiaries providing for protection against fluctuations in interest rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.

“Indebtedness” shall mean of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property or assets acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property or assets), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any equity interests of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above; (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and (j) all obligations of such Person in respect of Hedge Agreements.

“Interest Period” shall mean, with respect to each Loan: (a) initially, the period commencing on the borrowing date with respect to such Loan and ending three months thereafter; and (b) thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such Loan and ending three months thereafter; provided that if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day.

“IPO” means the initial public offering of equity interests in the Borrower.

“Lender” shall have the meaning assigned to such term in the opening paragraph of this Agreement.

“Lender Indemnitee” shall mean Lender and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to Lender.

3

“LIBOR” shall mean, with respect to any Loan, the three (3) month LIBOR rate published in The Wall Street Journal two (2) Business Days before, as applicable, the first day of the initial or each subsequent Interest Period applicable to such Loan.

“Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Loan” shall have the meaning set forth in Section 2.1 of this Agreement.

“Loan Commitment” shall mean the obligation of the Lender to make Loans hereunder in an aggregate principal amount at any time outstanding not exceeding $85,000,000.

“Loan Documents” shall mean, collectively, this Agreement and each Notice of Borrowing.

“Loan Interest Rate” shall mean, with respect to any Loan, LIBOR applicable to such Loan plus the Applicable Margin.

“Material Adverse Effect” shall mean a material adverse effect on (a) the business, assets, liabilities, operations or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower to perform its obligations under this Agreement or any other Loan Document, or (c) the ability of the Lender to enforce this Agreement or any other Loan Document.

“Maturity Date” shall mean the third (3^rd) anniversary of the Closing Date.

“MUSD 412 Facility” shall have the meaning set forth in Section 2.13 of this Agreement.

“Notice of Borrowing” shall have the meaning set forth in Section 2.2 of this Agreement.

“Obligations” shall mean the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, the Commitment Fee, and all other obligations and liabilities of the Borrower to the Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, any Loan Document.

“Outstanding Amount” shall mean, on any date, the aggregate principal amount of the Loans outstanding on such date after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date.

4

“Payment Office” shall mean the office of the Lender located at the address set forth in Section 7.1(a), or such other location as to which the Lender shall have given written notice to the Borrower.

“Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Quarterly Payment Date” means the fifth Business Day of each January, April, July and October.

“Subordination Date” shall have the meaning set forth in Section 2.13 of this Agreement.

“Subsidiary” shall mean as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, provided that “Taxes” shall not include Excluded Taxes.

Section 1.2 Other Definitional Provisions.

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(d) The terms “Lender” shall include, without limitation, its successors and permitted assigns.

Section 1.3 Accounting Terms and Principles. Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAP.

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ARTICLE II

AMOUNT AND TERMS OF THE LOANS

Section 2.1 Loan Commitment.

(a) Subject to the terms and conditions set forth herein, the Lender agrees to make revolving loans (each, a “Loan” and, collectively, the “Loans”) to the Borrower during the Availability Period in an aggregate principal amount at any time outstanding not to exceed the Loan Commitment.

(b) During the Availability Period, the Borrower shall be entitled to borrow, prepay or repay, and re-borrow the Loans in accordance with the provisions hereof.

Section 2.2 Borrowing Procedure. The Borrower shall give the Lender written notice (or telephonic notice promptly confirmed in writing) of each borrowing to be made substantially in the form of Exhibit A (a “Notice of Borrowing”), each such Notice of Borrowing to be delivered prior to noon (Oslo time) three (3) Business Days before the requested date of each borrowing. Each Notice of Borrowing shall be irrevocable and shall specify: (i) the aggregate principal amount of such borrowing (which shall be in an aggregate principal amount no less than $500,000 or any multiple of $100,000 in excess thereof); and (ii) the date of such borrowing (which shall be a Business Day).

Section 2.3 Optional Reduction and Termination of Loan Commitment. Upon three (3) Business Days’ written notice to the Lender, the Borrower may terminate the Loan Commitment, or permanently reduce the Loan Commitment to an amount not less than the then Outstanding Amount at such time; provided that each partial reduction of the Loan Commitment shall be in integral multiples of $100,000 or more.

Section 2.4 Repayment of Loans. Subject to Section 2.13 hereof, on the Maturity Date the Borrower shall repay any Loans then outstanding in full and shall additionally pay to the Lender all other sums, if any, then owing or accrued under this Agreement. If at any time the Outstanding Amount exceeds the Loan Commitment, the Borrower shall, subject to Section 2.13 hereof, immediately repay Loans in an amount equal to such difference.

Section 2.5 Prepayment. Upon three (3) Business Days’ written notice from the Borrower to the Lender, the Borrower may, subject to Section 2.13 hereof, voluntarily prepay in whole or in part any Loans without premium or penalty.

Section 2.6 Interest on Loans.

(a) Each Loan shall accrue interest at the Loan Interest Rate applicable to such Loan.

(b) Subject to Section 2.13 hereof, the Borrower shall pay interest due and payable on the Loans in arrears on each Quarterly Payment Date.

(c) While an Event of Default exists or after acceleration of the Loans in accordance with Article VI of this Agreement, at the option of the Lender, interest on the unpaid principal amount of the Loans (and any unpaid interest with respect thereto) will accrue at the Default Interest Rate (the “Default Interest”). Subject to Section 2.13 hereof, all Default Interest will be payable by the Borrower upon demand by the Lender.

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Section 2.7 Computation of Interest. All computations of interest shall be made by the Lender on the basis of a year of 360 days. Each determination by the Lender of an interest amount hereunder shall, except for manifest error, be final, conclusive and binding for all purposes.

Section 2.8 Fees. The Borrower shall pay to the Lender, quarterly in arrears on each Quarterly Payment Date (subject to Section 2.13 hereof), an unused commitment fee (the “Commitment Fee”) at the rate of 1.40% per annum of the difference between (x) the Loan Commitment and (y) the average daily Outstanding Amount during the immediately preceding calendar quarter (or other applicable shorter period).

Section 2.9 Evidence of Debt. The Loans made by the Lender shall be evidenced by one or more accounts or records maintained by the Lender in the ordinary course of business. The accounts or records maintained by the Lender shall be conclusive evidence, absent manifest error, of the amount of the Loans made by the Lender to the Borrower and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Loans.

Section 2.10 Payments Generally.

(a) All payments by the Borrower to the Lender hereunder shall be made to the Lender at the Payment Office in immediately available funds without setoff or counterclaim. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of the payment accruing interest, interest thereon shall be made payable for the period of such extension. All payments hereunder shall be made in Dollars.

(b) If on the Maturity Date, insufficient funds are received by and available to the Lender to pay fully all amounts of all Obligations due hereunder, such funds shall be applied as follows: (i) first, toward payment of accrued but unpaid interest (including Default Interest) on the Loans; (ii) second, toward payment of the Commitment Fee and all other Obligations (other than principal); and (iii) third, toward payment of principal of the Loans.

Section 2.11 Taxes. Any and all payments by the Borrower under each Loan Document shall be made free and clear of, and without deduction for, any and all present or future Taxes. If any Taxes shall be required by law to be deducted from or in respect of any sum payable under any Loan Document to the Lender, then the Lender shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Taxes applicable to additional sums payable under this Section 2.11) the Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

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Section 2.12 Illegality. Notwithstanding any other provision of this Agreement, if the Lender determines that it is unlawful for the Lender to make Loans or to continue to fund or maintain Loans, then, on notice thereof and demand therefor by the Lender to the Borrower: (i) the obligation of the Lender to make or to continue Loans shall be suspended; and (ii) if Loans are then outstanding, the Borrower shall immediately prepay such Loans.

Section 2.13 Subordination. Notwithstanding any provision to the contrary contained in this Agreement, from and after the date (the “Subordination Date”) that the Borrower shall become a “Corporate Guarantor” pursuant to Clause 32.2 of that certain Facilities Agreement, dated April 11, 2014, among Höegh LNG FSRU III Ltd. and Höegh LNG FSRU IV Ltd., as borrowers, the guarantors, financial institutions and agents party thereto from time to time and Nordea Bank Norge ASA as Agent, Security Trustee and Account Bank (as the same may be amended, restated or otherwise modified from time to time, the “MUSD 412 Facility”), payment of the Obligations (the “Junior Obligations”) shall be subordinated to the prior payment in full of the principal, interest, fees and any other amounts outstanding under the MUSD 412 Facility (the “Senior Obligations”). From and after the Subordination Date, holders of the Senior Obligations will be entitled to receive payment in full of all Senior Obligations before the Lender will be entitled to receive any payment with respect to the Junior Obligations in the event of any distribution to creditors of the Borrower: (i) in a liquidation or dissolution of the Borrower; (ii) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Borrower and its properties; (iii) in an assignment for the benefit of creditors; (iv) in any marshalling of the assets and liabilities of the Borrower; or (v) at any time after a Default (as defined in the MUSD 412 Facility) has occurred and is continuing. Notwithstanding the occurrence of the Subordination Date, for so long as no Default (as defined in the MUSD 412 Facility) has occurred and is continuing at such time, the Borrower may make (and the Lender may receive and retain and apply in satisfaction of the Junior Obligations) payments of the Junior Obligations from time to time in its sole and absolute discretion. Amounts received by the Lender in respect of the Junior Obligations when payment thereof is prohibited by this Section 2.13 shall be held by the Lender in trust for the benefit of the holders of the Senior Obligations and turned over to the holders of the Senior Obligations upon the written request of the Security Trustee (as defined under the MUSD 412 Facility).

ARTICLE III

CONDITIONS PRECEDENT TO LOANS

Section 3.1 Conditions to Effectiveness. This Agreement shall not become effective until the date (such date, the “Closing Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 7.2 of this Agreement):

(a) The Lender shall have received a counterpart of this Agreement signed by the Borrower.

(b) No Default or Event of Default shall exist on and as of the Closing Date.

(c) All representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct on and as of the Closing Date.

(d) The closing of the IPO shall have occurred.

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Section 3.2 Conditions to Making of each Loan. The obligations hereunder of the Lender to make each Loan are subject to the satisfaction (or waiver in accordance with Section 7.2 of this Agreement) of the following conditions as of the date each Loan is made:

(a) The Lender shall have received a signed Notice of Borrowing from the Borrower requesting the making of a Loan on the date specified therein (which shall be no later than the last day of the Availability Period).

(b) At the time of, and immediately after giving effect to, the making of the requested Loan, the Outstanding Amount shall not be in excess of the Loan Commitment.

(c) At the time of, and immediately after giving effect to, the making of the requested Loan, no Default or Event of Default shall exist.

(d) At the time of, and immediately after giving effect to, the requested Loan, all representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct in all material respects.

(e) The Closing Date shall have occurred.

(f) No Default (as defined in the MUSD 412 Facility) shall have occurred and be continuing and any Obligations not paid due to operation of Section 2.13 hereof shall have been fully paid.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce the Lender to enter into this Agreement and to make each Loan, the Borrower hereby represents and warrants to the Lender that:

Section 4.1 Corporate Existence; Compliance with Law. The Borrower and each of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited partnership, limited liability company, corporate or other organizational power and authority, and the legal right, to own and operate its property and assets, to lease the property and assets it operates as lessee and to conduct the business in which it is currently engaged, and (c) is in compliance with all requirements of applicable law except to the extent that the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

Section 4.2 Power; Authorization; Enforceable Obligations.

(a) The Borrower has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and to borrow hereunder. The Borrower has taken all necessary action to authorize the execution, delivery and performance of the Loan Documents and to authorize the borrowings on the terms and conditions of this Agreement.

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(b) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by the Borrower in connection with: (i) the borrowings hereunder; (ii) the execution, delivery, validity or enforceability of this Agreement or any of the other Loan Documents; or (iii) the performance of this Agreement or any of the other Loan Documents, except, in each case, for routine consents, authorizations, filings and notices required to be made in the ordinary course of business.

(c) This Agreement has been, and upon execution each Loan Document shall have been, duly executed and delivered on behalf of the Borrower.

(d) This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Section 4.3 No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents by the Borrower, the borrowings hereunder and the use of the proceeds thereof will not violate any applicable law or any material agreement of the Borrower and will not result in, or require, the creation or imposition of any Lien on any of its properties or revenues pursuant to any requirement of applicable law or any such agreement.

Section 4.4 No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any Borrower Affiliate, or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby or (b) that could reasonably be expected to have a Material Adverse Effect.

Section 4.5 No Default. No Default or Event of Default has occurred and is continuing.

Section 4.6 Use of Proceeds. The proceeds of each Loan shall be used for general corporate purposes (including, for the avoidance of doubt, the funding of distributions by the Borrower).

ARTICLE V

COVENANTS

Section 5.1 Delivery of Financial Information. The Borrower will deliver to the Lender such financial or other information in respect of its business and financial status as the Lender may reasonably require including, but not limited to, copies of its unaudited quarterly and audited annual financial statements.

Section 5.2 Notice of Default. The Borrower shall give notice to the Lender of the occurrence of any Default or Event of Default within five (5) Business Days after the Borrower knows or has reason to know thereof. Immediately after the occurrence thereof, the Borrower shall give notice to the Lender of any Default (as defined under the MUSD 412 Facility).

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Section 5.3 Conduct of Business and Maintenance of Existence, etc. The Borrower will: (a) (i) preserve, renew and keep in full force and effect its corporate or other existence and (ii) except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business; and (b) except to the extent that failure to comply therewith could not reasonably be expected to have a Material Adverse Effect, comply with all agreements and requirements of applicable law.

ARTICLE VI

EVENTS OF DEFAULT

Section 6.1 Events of Default. If any of the following events shall occur and be continuing:

(a) The Borrower shall fail to pay the principal of any Loans on the date when due (including the Maturity Date) in accordance with the terms hereof; or shall fail to pay any interest on any Loans, or any other amount payable hereunder or under any other Loan Document within three (3) Business Days after any such interest or other amount becomes due in accordance with the terms hereof or thereof; or

(b) Any representation or warranty made or deemed made by the Borrower herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made or furnished; or

(c) The Borrower shall default in the observance or performance of any agreement contained in this Agreement to be performed by it (other than as provided in clause (a) of this Section 6.1), and such default shall continue unremedied for a period of 30 days after the earlier of (i) the date on which an officer of the Borrower becomes aware of such failure and (ii) the date on which written notice thereof shall have been given to the Borrower by the Lender; or

(d) (i) The Borrower or any Borrower Affiliate shall fail to make any payment on any Indebtedness (other than the Obligations) of the Borrower or any Borrower Affiliate or on any Guarantee Obligation in respect of Indebtedness of any other Person, and, in each case, such failure relates to Indebtedness having a principal amount of $8,000,000 or more, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and the effect of such failure is to accelerate the maturity of such Indebtedness, (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate the maturity of such Indebtedness, (iii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness or (iv) any such Indebtedness shall become or be declared to be due and payable, or be required to be prepaid or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or

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(e) (i) The Borrower shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against the Borrower any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) the Borrower shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due;

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (e) above, (i) the Loan Commitment shall terminate immediately and the Loans (with accrued interest thereon) and all Obligations and other amounts owing under this Agreement and the other Loan Documents shall immediately become due and payable, and (B) if such event is any other Event of Default, the Lender may, by notice to the Borrower, terminate the Loan Commitment, whereupon the Loan Commitment shall terminate immediately, and declare the Loans (with accrued interest thereon) and all Obligations and other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Notices.

(a) Addresses for Notices. All notices, demands, requests, consents and other communications provided for in this Agreement shall be given in writing, and addressed to the party to be notified as follows:

To the Borrower:	Höegh LNG Partners LP
	c/o Höegh LNG Services Ltd.
	150 Minories
	London
	UK
	EC3N 1LS
	Attn: Richard Tyrrell
	Email: richard.tyrell@hoeghlng.com
	Fax: +44 207 347 5405

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To the Lender:	Höegh LNG Holdings Ltd.
	c/o Höegh LNG AS
	Drammensveien 134
	P.O. Box 4 Skoyen
	NO-0212 Oslo
	Norway
	Email: lars.mardalen@hoeghlng.com
	Fax: +47 975 57 401

Any party hereto may change its address, telephone number or facsimile number for notices and other communications hereunder by notice to the other parties hereto. All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third Business Day after the date deposited into the mail or if delivered, upon delivery.

(b) Effectiveness of Notices. All notices, demands, requests, consents and other communications described in Section 7.1(a) of this Agreement shall be effective (i) if delivered by hand, including any overnight courier service, upon personal delivery and (ii) if delivered by mail, when deposited in the mails.

Section 7.2 Waiver; Amendments. No amendment or waiver of any provision of this Agreement or any other Loan Document nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing and (x) in the case of any such waiver or consent, signed by the Lender and (y) in the case of any other amendment, by the Lender and the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 7.3 Expenses; Indemnification.

(a) The Borrower shall be obligated to pay all out-of-pocket costs and expenses (including, without limitation, but limited to the reasonable fees, charges and disbursements of outside counsel for the Lender) incurred by the Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 7.3, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Loans.

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(b) The Borrower shall be obligated to indemnify each Lender Indemnitee against, and hold each Lender Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Lender Indemnitee) incurred by any Lender Indemnitee or asserted against any Lender Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Lender Indemnitee is a party thereto; provided that such indemnity shall not, as to any Lender Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final judgment to have resulted from the gross negligence or willful misconduct of such Lender Indemnitee or (y) result from a claim brought by the Borrower against any Lender Indemnitee for breach in bad faith of such Lender Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) The Borrower shall be obligated to pay, and hold the Lender harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan Documents, any collateral described therein, or any payments due thereunder, and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes.

(d) To the extent permitted by applicable law, each party shall not assert, and hereby waives, any claim against any Lender Indemnitee or the other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, the Loans or the use of proceeds thereof.

(e) All amounts due under this Section 7.3 shall be payable promptly after written demand therefor.

Section 7.4 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder, and the Lender may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Borrower. Any other attempted assignment or transfer by any party hereto shall be null and void. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, each Lender Indemnitee) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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Section 7.5 Governing Law. This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

Section 7.6 Counterparts; Integration. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 7.7 Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the Lender and shall survive the execution and delivery of this Agreement and the making of the Loans. The provisions of Section 7.3 of this Agreement shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans or the termination of this Agreement or any provision hereof. 

Section 7.8 Severability. Any provision of this Agreement or any other Loan Document held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

HÖEGH LNG PARTNERS LP, as Borrower
By:
	Name:
	Title:
HÖEGH LNG HOLDINGS LTD., as Lender
By:
	Name:
	Title:

EXHIBIT A

FORM OF NOTICE OF BORROWING

[DATE]

Höegh LNG Partners LP

2 Reid Street

Hamilton HM 11

Bermuda

Dear Sirs:

Reference is made to that certain Revolving Loan Agreement, dated as of [            ], 2014 (the “Loan Agreement”), by and between Höegh LNG Holdings, Ltd., a Bermuda company (the “Lender”) and Höegh LNG Partners LP, a Marshall Islands limited partnership (the “Borrower”). Capitalized terms used herein and not otherwise defined herein have the meanings assigned thereto in the Loan Agreement.

The Borrower hereby requests the following Loan under the Loan Agreement, and in that connection specifies the following information with respect to such Loan:

(a) Principal amount of Loan:	$[            ]
(b) Date of Loan:	[                    ]

The Borrower hereby certifies as follows:

(c) Immediately after giving effect to the making of the requested Loan, the Outstanding Amount is not in excess of the Loan Commitment.

(d) At the time of, and immediately after giving effect to, the making of the requested Loan, no Default or Event of Default exists.

(e) At the time of, and immediately after giving effect to, the making of the requested Loan, all representations and warranties of the Borrower set forth in the Loan Documents are true and correct in all material respects.

(f) The Closing Date has occurred.

(g) At the time of the making of the requested Loan, no Default (as defined in the MUSD 412 Facility) has occurred and is continuing and all Obligations not paid due to the operation of Section 2.13 of the Loan Agreement have been paid in full.

IN WITNESS WHEREOF, the undersigned has caused this Notice of Borrowing to be executed on the date first written above.

HÖEGH LNG PARTNERS LP, as Borrower
By:
	Name:
	Title:

EX-10

EXHIBIT 10.25

THIS DEMAND NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 (AS AMENDED, THE “SECURITIES ACT”) OR QUALIFIED PURSUANT TO ANY APPLICABLE STATE SECURITIES LAW. THIS DEMAND NOTE MAY BE RESOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT AND QUALIFIED PURSUANT TO APPLICABLE STATE SECURITIES LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION IS AVAILABLE, EXCEPT UNDER CIRCUMSTANCES WHERE NONE OF SUCH REGISTRATION, QUALIFICATION NOR EXEMPTION IS REQUIRED BY LAW.

DEMAND NOTE

$140,000,000

[            ], 2014

HÖEGH LNG HOLDINGS LTD., a Bermuda company (together with its successors and permitted assigns, the “Payor”), for value received, hereby promises to pay to Höegh LNG Partners LP (“Payee”), or its registered assigns, the principal sum of One Hundred Forty Million Dollars ($140,000,000.00 ) payable upon the earlier to occur of: (i) three (3) Business Days after receipt by Payor of written demand from Payee, which demand may be made at any time in the sole and absolute discretion of Payee without presentment, further demand, protest or further notice of any kind, all of which are hereby expressly waived by Payor; and (ii) acceleration of this Demand Note pursuant to Section 6 of this Demand Note (such earlier date, the “Maturity Date”). Payor, for value received, hereby further promises to pay to Payee interest on the outstanding principal amount of this Demand Note on each Interest Payment Date and on the Maturity Date, at a rate per annum equal to the Interest Rate; provided, however, that Payor agrees to pay interest at the Default Interest Rate on all amounts under this Demand Note during the continuance of an Event of Default, and such interest shall be payable promptly after demand of Payee. Interest on this Demand Note shall be calculated on the basis of the actual number of days elapsed and a year of 360 days. Payment of principal, interest and any other amounts in respect of this Demand Note shall be made in Dollars, in immediately-available funds, by wire-transfer to the payment office most recently notified to Payee in writing by Payor.

1. DEFINED TERMS

Capitalized terms used in this Demand Note shall have the meanings set forth herein, and the following capitalized terms shall have the following meanings:

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Business Day” shall mean a day other than a Saturday, Sunday or any other day on which commercial banks in London, New York, the Marshall Islands, Norway or Bermuda are authorized or required by law to close.

“Default” means the occurrence of any event that, with the giving of notice, the lapse of time, or both, would become an Event of Default.

“Default Interest Rate” shall mean 7.88% per annum.

“Demand Note” shall mean this Demand Note, dated [            ], 2014.

“Dollars” and “$” shall mean the lawful currency of the United States of America.

“Event of Default” has the meaning given in Section 5 of this Demand Note.

“GAAP” shall mean United States generally accepted accounting principles applied on a consistent basis.

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Insolvency Proceeding” shall mean (a) any case, action or proceeding before any court or other Governmental Authority or authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors, in each case undertaken under United States federal, state or foreign law, including the Bankruptcy Code.

“Interest Payment Date” shall mean the fifth Business Day of each January, April, July and October.

“Interest Rate” shall mean 5.88% per annum.

“Material Adverse Effect” shall mean a material adverse effect on (a) the business, assets, liabilities, operations or condition (financial or otherwise) of Payor and its subsidiaries taken as a whole, (b) the ability of Payor to perform its obligations under this Demand Note or (c) the ability of Payee to enforce this Demand Note.

“Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

2. PREPAYMENT

The outstanding principal amount of this Demand Note may be prepaid in whole or in part at any time by Payor, without premium or penalty, upon ten (10) Business Days’ prior written notice to Payee, which notice shall be irrevocable once delivered. Any prepayment of

this Demand Note shall be accompanied by all accrued and unpaid interest on the amount so prepaid. In the event this Demand Note is prepaid in part, a new Note or Notes of like tenor for the outstanding principal amount hereof will be issued in the name of the Payee upon request of the Payee. Amounts in respect of this Demand Note which are prepaid may not be reborrowed.

3. REPRESENTATIONS AND WARRANTIES

Payor represents and warrants to Payee that:

(a) Payor (i) has been duly formed and is validly existing and in good standing under the laws of Bermuda and (ii) is qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification except where the failure so to qualify would not reasonably be expected to have a Material Adverse Effect.

(b) The execution, delivery and performance by Payor of this Demand Note have been duly authorized by all necessary corporate action of Payor and do not and will not: (i) contravene the terms of the organizational documents of Payor; (ii) result in a breach of, or constitute a default under, any lease, instrument, contract or other agreement to which Payor is a party or by which it or its properties may be bound or affected that would reasonably be expected to have a Material Adverse Effect; or (iii) violate any provision of any law, rule, regulation, order, judgment, decree or the like binding on or affecting Payor.

(c) This Demand Note constitutes the legal, valid and binding obligation of Payor, enforceable against Payor in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and equitable principles of general applicability.

(d) No authorization, consent, approval, license, exemption of, or filing or registration with, any Person is required for the due execution, delivery or performance by Payor of this Demand Note.

(e) To the knowledge of Payor, on the date hereof there are no actions, suits, or proceedings pending or threatened against Payor before any Governmental Authority that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(f) The consolidated audited financial statements of Payor and its consolidated subsidiaries as of December 31, 2013 present fairly, in all material respects, the consolidated financial position of Payor and its consolidated subsidiaries as of December 31, 2013 in conformity with GAAP applied on a consistent basis.

(g) Payor is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

(h) Payor has filed all material tax returns and reports required to be filed (or obtained extensions with respect thereto) and has paid all taxes required to have been paid by it, except (i) taxes the validity of which are being contested in good faith by appropriate proceedings, and with respect to which Payor, to the extent required by GAAP, has set aside on its books adequate reserves or (ii) to the extent any failures to do so (individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect.

(i) No Default or Event of Default has occurred and is continuing.

(j) The making of the loan evidenced by this Demand Note does not require any authorization, consent or approval of, registration or filing with, or any other action by, any Person (including shareholders or any class of directors, whether interested or disinterested, of Payor or any other Person), nor is any such authorization, consent, approval, registration, filing or other action necessary for the validity or enforceability of this Demand Note, except such as have been obtained or made and are in full force and effect.

4. COVENANTS

So long as any principal, interest, fee or other amount in respect of this Demand Note shall remain unpaid, Payor agrees that:

(a) Payor shall furnish to Payee, promptly after Payor has knowledge or becomes aware thereof, notice of (i) the occurrence of any Default or Event of Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Payor that would reasonably be expected to have a Material Adverse Effect; and (iii) any other development that results in, or would reasonably be expected to have, a Material Adverse Effect.

(b) Payor shall comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where any failures to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(c) Payor will at all times maintain, and will cause its subsidiaries to maintain, with financially sound and reputable insurers, insurance of the kinds and covering the risks and in the relative proportionate amounts (including as to self-insurance) consistent with that carried by companies engaged in the same or similar businesses and similarly situated; provided that Payor shall not be required to maintain insurance against risks or in amounts no longer available on commercially reasonable terms, on a de novo or renewal basis, as applicable, to Payor and other companies engaged in the same or similar businesses and similarly situated.

5. EVENTS OF DEFAULT

Any of the following events which shall occur shall constitute an “Event of Default”:

(a) Payor shall fail to pay when due any amount of principal under this Demand Note; or

(b) Payor shall fail to pay when due any interest under this Demand Note or any other amount payable in respect of this Demand Note (other than principal), and such failure shall continue unremedied for five (5) Business Days; or

(c) Any representation or warranty by Payor under or in connection with this Demand Note shall prove to have been incorrect in any material respect when made or deemed made; or

(d) Payor shall fail to perform or observe any other term, covenant or agreement contained in this Demand Note on its part to be performed or observed, and such failure shall remain unremedied for a period of thirty (30) days from the date Payee provides written notice of such occurrence; or

(e) (i) Payor shall be dissolved, liquidated, wound up or cease its corporate existence or cease to conduct its business in the ordinary course; or (ii) Payor (1) shall make a general assignment for the benefit of creditors, or shall generally fail to pay, or admit in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; (2) shall commence any voluntary Insolvency Proceeding; or (3) shall take any action to effectuate or authorize any of the foregoing; or

(f) (i) Any involuntary Insolvency Proceeding is commenced or filed against Payor, or any writ, judgment, warrant of attachment, execution or similar process is issued or levied against a substantial part of Payor’s properties and such Insolvency Proceeding shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded within sixty (60) days after commencement, filing or levy; (ii) Payor admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non-United States law) is ordered in any Insolvency Proceeding; or (iii) Payor acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its property or business; or

(g) Payor shall (i) default in the payment of principal of any indebtedness in an aggregate principal amount in excess of $8,000,000 (other than this Demand Note) beyond the period of grace, if any, provided in the instrument or agreement under which such indebtedness was created as and when the same shall become due and payable, and such default shall have resulted in such indebtedness being

declared due and payable prior to its stated maturity or (ii) default in the observance or performance of any other agreement or condition relating to any such indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, and such default shall have resulted in such indebtedness being declared due and payable prior to its stated maturity; or

(h) one or more judgments for the payment of money in an aggregate amount in excess of $8,000,000 shall be rendered against Payor and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Payor to enforce any such judgment.

6. REMEDIES

If any Event of Default shall occur and be continuing, Payee may, by notice to Payor, declare the entire unpaid principal amount of this Demand Note, all interest accrued and unpaid hereon and all other amounts due hereunder to be forthwith due and payable, whereupon the outstanding principal amount of this Demand Note, all such accrued interest and all such other amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Payor; provided that if an Event of Default described in paragraph (e) or (f) of Section 5 of this Demand Note shall occur, the result which would otherwise occur only upon giving of notice by Payee to Payor as specified above shall occur automatically, without the giving of any such notice.

Notwithstanding the foregoing, and for the avoidance of doubt, all outstanding amounts under this Demand Note may be called by Payee at any time as provided in the first paragraph of this Demand Note, whether or not a Default or an Event of Default has occurred.

7. MISCELLANEOUS

Payor agrees to pay on demand all the losses, costs, and expenses (including, without limitation, attorneys’ fees and disbursements) which Payee incurs in connection with enforcement of this Demand Note, or the protection or preservation of Payee’s rights under this Demand Note, whether by judicial proceedings or otherwise. Such costs and expenses include, without limitation, those incurred in connection with any workout or refinancing, or any bankruptcy, insolvency, liquidation or similar proceedings.

No single or partial exercise of any power under this Demand Note shall preclude any other or further exercise of such power or exercise of any other power. No delay or omission on the part of Payee in exercising any right under this Demand Note shall operate as a waiver of such right or any other right hereunder.

This Demand Note shall be binding on each of Payor and Payee and their respective successors and assigns. Neither party may assign or transfer this Demand Note or any of its obligations hereunder without the other party’s prior written consent.

No provision of this Demand Note shall alter or impair the obligation of Payor, which is absolute and unconditional, to pay the principal of and any premium and interest on this Demand Note at the times, place and rate, and in the coin or currency, herein prescribed, subject to Payor’s right to redeem all or a portion of this Demand Note as provided herein or as otherwise agreed to by the parties.

This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

The remainder of this page intentionally left blank.

IN WITNESS WHEREOF, Payor has caused this instrument to be duly executed this [    ] day of [            ], 2014.

HÖEGH LNG HOLDINGS LTD.

By:

Name:

Title:

Signature Page to Höegh LNG Holdings Ltd.

Demand Note

EX-10

EXHIBIT 10.26

USD300,000,000

FACILITY AGREEMENT

Dated 20 December 2007

for

SRV JOINT GAS 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, BRUSSELS BRANCH

with

DNB NOR BANK ASA

acting as Agent, Security Trustee and Account Bank

and

CALYON

LLOYDS TSB BANK PLC

MIZUHO CORPORATE BANK, LTD.

SUMITOMO MITSUI BANKING CORPORATION, BRUSSELS BRANCH

acting as Bookrunners

and

CALYON

DNB NOR BANK ASA

FORTIS BANK (NEDERLAND) NV, OSLO BRANCH

LLOYDS TSB BANK PLC

MIZUHO CORPORATE BANK, LTD.

SMBC CAPITAL MARKETS, INC.

acting as Swap Banks

INCE & CO

International House

1 St Katherine’s Way

London, E1W 1AY

Tel: +44 (0)20 7481 0010

Fax: +44 (0)20 7481 4968

(Ref: 1.07.9285.00)

CONTENTS

Clause		Page
SECTION 1 INTERPRETATION			1
1.	Definitions and Interpretation		1
SECTION 2 THE FACILITY			24
2.	The Facility		24
3.	Purpose		24
4.	Conditions of Utilisation		25
SECTION 3 UTILISATION			26
5.	Utilisation		26
SECTION 4 REPAYMENT, PREPAYMENT AND CANCELLATION			28
6.	Repayment		28
7.	Prepayment and cancellation		28
SECTION 5 COSTS OF UTILISATION			34
8.	Interest		34
9.	Interest Periods		35
10.	Changes to the calculation of interest		36
11.	Fees		37
SECTION 6 ADDITIONAL PAYMENT OBLIGATIONS			38
12.	Tax gross up and indemnities		38
13.	Increased costs		40
14.	Other indemnities		41
15.	Mitigation by the Lenders		43
16.	Costs and expenses		43
SECTION 7 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT			45
17.	Representations		45
18.	Information Undertakings		49

19.	Accounts	52
20.	Ship Covenants	56
21.	Insurance Covenants	59
22.	Security Undertakings	61
23.	General Undertakings	63
24.	Events of Default	68
SECTION 8 CHANGES TO PARTIES		72
25.	Changes to the Lenders	72
26.	Changes to the Borrower	75
SECTION 9 THE FINANCE PARTIES		76
27.	Role of the Agent and the Arranger	76
28.	Conduct of business by the Finance Parties	81
29.	Sharing among the Finance Parties	81
SECTION 10 ADMINISTRATION		84
30.	Payment mechanics	84
31.	Set-off	86
32.	Notices	87
33.	Calculations and certificates	89
34.	Partial invalidity	90
35.	Remedies, waivers and conflicts	90
36.	Amendments and waivers	90
37.	Counterparts	91
SECTION 11 GOVERNING LAW AND ENFORCEMENT		92
38.	Governing law	92
39.	Enforcement	92
SCHEDULE 1 THE ORIGINAL LENDERS		93
SCHEDULE 2 CONDITIONS PRECEDENT		94

Part I	94
Part II	96
Part III	97
SCHEDULE 3 REQUESTS
Part I Utilisation Request	98
Part II Selection Notice	99
SCHEDULE 4 MANDATORY COST FORMULA	100
SCHEDULE 5 FORM OF TRANSFER CERTIFICATE	102
SCHEDULE 6 TIMETABLES	104
SCHEDULE 7 SCHEDULED REPAYMENTS	105
SCHEDULE 8 FORM OF DEBT SERVICE COVER COMPLIANCE CERTIFICATE	107
SCHEDULE 9 FORM OF HEDGING COMPLIANCE CERTIFICATE	109

THIS AGREEMENT is dated 20 December 2007 and made between:

(1) SRV JOINT GAS LTD a company incorporated in the Cayman Islands having its registered office address at Clifton House, PO Box 1350, Grand Cayman, KY1-1108, Cayman Islands as borrower (the “Borrower”);

(2) CALYON, DNB NOR BANK ASA, FORTIS BANK (NEDERLAND) NV, OSLO BRANCH, LLOYDS TSB BANK PLC, MIZUHO CORPORATE BANK, LTD. and SUMITOMO MITSUI BANKING CORPORATION, BRUSSELS BRANCH as mandated lead arrangers (whether acting individually or together the “Arranger”);

(3) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as lenders (the “Original Lenders”);

(4) DNB NOR BANK ASA acting through its office at Stranden 21, 0021 Oslo, Norway as agent of the other Finance Parties (the “Agent”);

(5) DNB NOR BANK ASA acting through its office at Stranden 21, 0021 Oslo, Norway as security trustee for Secured Parties (the “Security Trustee”);

(6) DNB NOR BANK ASA acting through its office at Stranden 21, 0021 Oslo, Norway as account bank (the “Account Bank”); 

(7) CALYON, LLOYDS TSB BANK PLC, MIZUHO CORPORATE BANK, LTD. and SUMITOMO MITSUI BANKING CORPORATION, BRUSSELS BRANCH as bookrunners (the “Bookrunners”); and

(8) CALYON, DNB NOR BANK ASA, FORTIS BANK (NEDERLAND) NV, LLOYDS TSB BANK PLC, MIZUHO CORPORATE BANK, LTD. and SMBC CAPITAL MARKETS, INC. as swap banks (the “Swap Banks”).

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Accelerated Equity” means an amount equal to the Estimated Total Project Cost (excluding Shareholder Loan Interest) less the lower of (i) USD300,000,000 and (ii) the Relevant Percentage of the Estimated Total Project Cost (excluding Shareholder Loan Interest) less Base Equity payable by the Vessel Sponsors to the Borrower, whether by way of a Shareholder Loan or otherwise, pursuant to Clause 3 of the Vessel Sponsors’ Undertaking and a notice served by the Agent pursuant to Clause 24.14(b);

“Accounts” means, together, the Operating Account, the Debt Service Retention Account, the Debt Service Reserve Account, the Dividend Lock-Up Account and the Dividend Distribution Account;

1

“Additional Equity” means the sum in the amount of up to USD75,000,000 payable by the Vessel Sponsors to the Borrower pursuant to Clause 4 of the Vessel Sponsors’ Undertaking;

“Additional Equity Debt Service Provision” means, at the commencement of the Regas Rejection Remarketing Period, the amount estimated by the Agent (following consultation with the Borrower) to be necessary to provide for the Borrower to meet its payment obligations under this Agreement and the Swap Contracts during the Regas Rejection Remarketing Period (taking account of Swap Payments receivable by the Borrower under the Swap Contracts);

“Additional Equity Interest and Swap Payments” means the payments made by the Borrower under Clause 8.2 (Payment of interest) and the Swap Payments made by the Borrower under a Swap Contract prior to the commencement of the Regas Rejection Remarketing Period, which have been funded by the Additional Equity;

“Additional Equity Prepayment” means USD75,000,000 less the Additional Equity Interest and Swap Payments less the Additional Equity Debt Service Provision;

“Additional Swap Bank” means Fortis Bank (Nederland) NV, Oslo Branch;

“Additional Swap Contract” means the contract made between the Additional Swap Bank and the Borrower comprising an ISDA Master Agreement dated 14 November 2007 and the Swap Confirmation executed pursuant thereto, in respect of a Swap Transaction entered into on 14 November 2007 for a notional principal amount of USD30,000,000, as shall be amended on the first Utilisation Date pursuant to Clause 8.5 (Interest Rate Hedging);

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

“Approved Flag” means the Norwegian International Ship Registry, the Bahamas, Liberia, the Marshall Islands, Panama, the United Kingdom or such other flag as may be approved in accordance with Clause 20.1 (Ship’s name and registration);

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration;

“Availability Period” means

(a) for the Utilisation of a Regas Acceptance Loan, the period from and including the date of this Agreement, to and including the date which is the earliest of: (i) 5 Business Days after the Regas Acceptance Date (ii) the Regas Rejection Date and (iii) the date on which the Total Commitments are reduced to zero; or

(b) for the Utilisation of any other Loan, the period from and including the date of this Agreement, to and including the date which is the earliest of: (i) 10 Business Days after the Delivery Date and (ii) the date on which the Total Commitments are reduced to zero;

“Available Commitment” means a Lender’s Commitment minus:

(a) the amount of its participation in any outstanding Loans; and

(b) in relation to any proposed Loan, the amount of its participation in any other Loans that are due to be made on or before the proposed Utilisation Date;

2

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment;

“Base Equity” means the aggregate amount of the Equity Payments which has been paid at any relevant time;

“Break Costs” means the amount (if any) by which:

(a) the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or an Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the London Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period;

“Builder” means Samsung Heavy Industries Co Limited of 647-9, Yeoksam-Dong, Kangnam-Ku, Seoul, Korea 135-080;

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London , Oslo, Tokyo and New York City;

“Casualty Amount” means USD7,500,000 (or the equivalent in any other currency);

“Certified Copy” means in relation to any document delivered or issued by or on behalf of any company, a copy of such document certified as a true, complete and up to date copy of the original by any of the directors or officers for the time being of such company or by such company’s attorneys or solicitors;

“Charged Property” means all of the assets which from time to time are, or are expressed to be, the subject of the Transaction Security;

“Charter” means the time charterparty of the Ship dated 20 March 2007 entered into between the Borrower and the Charterer;

“Charterer” means, Suez LNG Trading SA, a company incorporated under the laws of the Duchy of Luxembourg, having its principal office address at 76, Avenue de la Liberté, L-1930 Luxembourg, Grand Duché de Luxembourg;

“Charter Assignment” means the assignment of the rights of the Borrower under the Charter required to be executed hereunder by the Borrower in favour of the Security Trustee in the agreed form;

3

“Charter Consent and Agreement” means the agreement entered into or to be entered into between the Charterer, the Borrower and the Security Trustee substantially in the form of Schedule VII of the Charter;

“Charter Hire” means hire paid by the Charterer to the Borrower under the Charter;

“Charter Hire Payment Date” means each date on which Charter Hire is paid;

“Charter Ownership Undertaking” means the undertaking from the Project Sponsor to the Borrower dated 20 March 2007;

“Charter Termination Fee” means any fee payable by the Charterer to the Borrower pursuant to Clause 6(r) of the Charter;

“Classification” means, in relation to the Ship, the highest class available for a vessel of her type with the relevant Classification Society or such other classification as the Agent shall, at the request of the Borrower, have agreed in writing shall be treated as the Classification Society in relation to the Ship;

“Classification Society” means Det norske Veritas or such other classification society which the Agent shall, at the request of the Borrower, have agreed in writing shall be treated as the Classification Society in relation to the Ship (such agreement not to be unreasonably withheld or delayed);

“Comfort Letter” means the letter dated 20 March 2007 from the Project Sponsor to the Borrower;

“Commitment” means:

(a) in relation to an Original Lender, the amount set opposite its name under the heading “ Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement;

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Borrower and the Agent;

“Contract Instalment” means an instalment of the Contract Price of the Ship payable under the Shipbuilding Contract;

“Contract Price” means the price payable by the Borrower to the Builder for the Ship under the Shipbuilding Contract as such may be adjusted in accordance with the terms of the Shipbuilding Contract;

“Current Project Cost” means that part of the Project Cost against which a Loan will be applied on the relevant Utilisation Date;

4

“Debt Service Cover Compliance Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of Debt Service Cover Compliance Certificate);

“Debt Service Reserve” means the amount estimated by the Agent (following consultation with the Borrower) and notified to the Borrower as the amount as shall be necessary to provide for the Borrower to meet its payment obligations under this Agreement and under the Swap Contracts during the following six Months (taking account of Swap Payments receivable by the Borrower under the Swap Contracts);

“Debt Service Reserve Account” means an interest-bearing USD account of the Borrower with the Account Bank and includes any sub-accounts thereof and any other account designated in writing by the Agent to be a Debt Service Reserve Account, for the purposes of this Agreement;

“Debt Service Retention Account” means an interest-bearing USD account of the Borrower with the Account Bank and includes any sub-accounts thereof and any other account designated in writing by the Agent to be a Debt Service Retention Account for the purposes of this Agreement;

“Debt Service Retention Amount” means, in relation to any Debt Service Retention Date, such sum as shall be the aggregate of:

(a) one-third (1/3rd) of the repayment instalment falling due for payment pursuant to Clause 6.1 (Repayment of Loans) (as the same may have been reduced by any prepayment) on the next Repayment Date after the relevant Debt Service Retention Date; and

(b) the applicable fraction (as hereinafter defined) of the aggregate amount of interest falling due for payment in respect of each part of such Utilisation during and at the end of each Interest Period current at the relevant Debt Service Retention Date in respect of such Utilisation, reduced by the amount of any Swap Payment due from a Swap Bank to the Borrower or increased by the amount of any Swap Payment due from the Borrower to a Swap Bank (as applicable) on the same date and reduced by the amount of interest which has then accrued to the Debt Service Retention Account and, for this purpose, the expression “applicable fraction” in relation to each Interest Period shall mean a fraction having a numerator of one and a denominator equal to the number of Debt Service Retention Dates in respect of such Utilisation falling within the relevant Interest Period;

“Debt Service Retention Dates” means the first Charter Hire Payment Date after the Regas Acceptance Date and each of the Charter Hire Payment Dates after such date and prior to the Termination Date;

“Deed of Covenant” means in relation to the Ship the deed of covenant collateral to the Mortgage for the Ship and creating charges over the Ship, its Earnings, Insurances and Requisition Compensation required to be executed hereunder by the Borrower in favour of the Security Trustee in the agreed form;

“Default” means an Event of Default or any event or circumstance specified in Clause 24 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default;

5

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Trustee;

“Delivery Loan” means the Loan to be made available in respect of the Contract Instalment due on the Delivery Date;

“Delivery Date” means the date on which the Ship is delivered to the Borrower in accordance with the Shipbuilding Contract;

“Disruption Event” means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;

“Dividend Distribution Account” means an interest-bearing USD Account of the Borrower with the Account Bank and includes any sub-accounts thereof and any other account designated in writing by the Agent to be a Dividend Distribution Account for the purposes of this Agreement.

“Dividend Lock-Up Account” means an interest-bearing USD Account of the Borrower with the Account Bank and includes any sub-accounts thereof and any other account designated in writing by the Agent to be a Dividend Lock-Up Account for the purposes of this Agreement;

“Drydocking Cost” means each cost incurred by the Borrower in relation to a scheduled drydocking of the Ship;

“Drydocking Cost Payment” means each payment made by the Vessel Sponsors to the Borrower under Clause 5 of the Vessel Sponsors’ Undertaking to finance the payment by the Borrower of a Drydocking Cost which has not been funded or, as the case may be, paid by a Drydocking Cost Reimbursement on or before the due date for payment of a Drydocking Cost;

“Drydocking Cost Reimbursement” means each payment made by the Charterer to the Borrower under the Charter in reimbursement of a Drydocking Cost or, as the case may be, each payment made by the Charterer to the relevant shipyard under the Charter in direct settlement of a Drydocking Cost;

“Earnings” has the meaning given to that expression in the Deed of Covenant;

6

“Environmental Affiliate” means any agent or employee of the Borrower or the Operator or any person having a contractual relationship with the Borrower or the Operator in connection with the Ship or its operation or the carriage of cargo and/or passengers thereon and/or the provision of goods and/or services on or from the Ship;

“Environmental Approvals” means all authorisations, consents, licences, permits, exemptions or other approvals whatsoever required by the Borrower or the Operator under applicable Environmental Laws;

“Environmental Claim” means (i) any claim by, or directive from, any applicable Government Entity alleging breach of, or non-compliance with, any Environmental Laws or Environmental Approvals or otherwise howsoever relating to or arising out of an Environmental Incident or (ii) any claim by any other third party howsoever relating to or arising out of an Environmental Incident (and, in each such case, “claim” shall include a claim for damages and/or direction for and/or enforcement relating to clean-up costs, removal, compliance, remedial action or otherwise) or (iii) any Proceedings arising from any of the foregoing but excluding any claim of a vexations or frivolous nature which is being contested in good faith;

“Environmental Incident” means, regardless of cause, (i) any actual discharge or release of Environmentally Sensitive Material from the Ship; (ii) any incident in which Environmentally Sensitive Material is discharged or released from a vessel other than the Ship which involves collision between the Ship and such other vessel or some other incident of navigation or operation, in either case, where the Ship, the Manager and/or the Borrower and/or the Operator are actually, contingently or allegedly at fault or otherwise howsoever liable (in whole or in part) or (iii) any incident in which Environmentally Sensitive Material is discharged or released from a vessel other than the Ship and where the Ship is actually or potentially liable to be arrested as a result and/or where the Manager and/or the Borrower and/or the Operator are actually, contingently or allegedly at fault or otherwise howsoever liable;

“Environmental Laws” means all laws, regulations, conventions and agreements whatsoever applicable to the Borrower, the Operator or the Ship and relating to pollution, human or wildlife well-being or protection of the environment (including, without limitation, the United States Oil Pollution Act of 1990 and any comparable laws of the individual States of the United States of America);

“Environmentally Sensitive Material” means oil, oil products or any other products or substance which are polluting, toxic or hazardous or any substance the release of which into the environment is howsoever regulated, prohibited or penalised by or pursuant to any Environmental Law;

“Equity Payment” means each payment made by the Vessel Sponsors to the Borrower, whether by a Shareholder Loan or otherwise, pursuant to its obligations under Clause 2 of the Vessel Sponsors’ Undertaking to finance the payment by the Borrower of that part of the Current Project Cost not financed by a Loan;

“Estimated Total Project Cost” means the Borrower’s estimate of the total costs for the construction of the Ship, being on the date hereof USD335,000,000, as such amount may be increased or reduced by the Agent at each Utilisation Date (in consultation with the Borrower, subject to no Event of Default having occurred and continuing) having regard to any variation with the Project Cost at such date;

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“Event of Default” means any event or circumstance specified as such in Clause 24 (Events of Default);

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility);

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement;

“Fee Letter” means any letter or letters dated on or about the date of this Agreement setting out any of the fees referred to in Clause 11 (Fees);

“Finance Document” means:

(a) any Fee Letter;

(b) any Security Document;

(c) any Selection Notice;

(d) any Swap Contract;

(e) the Trust Agreement;

(f) any Utilisation Request; and

(g) any other document designated as such by the Agent and the Borrower;

“Finance Party” means the Agent, the Arranger, the Security Trustee, a Bookrunner, a Swap Bank or a Lender;

“Financial Indebtedness” means any indebtedness for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any acceptance under any acceptance credit or bill discounting facility or dematerialised equivalent;

(c) any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any derivative transaction (and, when calculating the value of that derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that transaction, that amount) shall be taken into account);

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(g) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(h) any amount classified as borrowings under IFRS;

(i) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 30 days after the date of supply;

(j) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing; and

(k) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above;

“First Repayment Date” means the date which is the earlier of:

(a) three Months after the Regas Acceptance Date; and

(b) 240 days after the Delivery Date,

provided that if such date is not the last day of an Interest Period, the date shall be the last day of the Interest Period then current;

“Flag State” means the state or territory of the Approved Flag;

“Further Additional Swap Contracts” means any contract (other than an Original Swap Contract, an Additional Swap Contract or a MLA Swap Contract) made or to be made between a Swap Bank and the Borrower comprising an ISDA Master Agreement and any Swap Confirmation executed pursuant thereto, as shall be amended on the first Utilisation Date pursuant to Clause 8.5.1(b), pursuant to which a Swap Bank enters into a Swap Transaction;

“Government Entity” means any national or local government body, tribunal, court or regulatory or other agency and any organisation of which such body, tribunal, court or agency is a part or to which it is subject;

“Hedging Compliance Certificate” means a certificate substantially in the form set out in Schedule 9 (Form of Hedging Compliance Certificate);

“Historical Debt Service” means, at any time, the aggregate of the amounts payable (excluding any prepayments) by the Borrower under this Agreement plus the net amount payable (or, as the case may be, minus the net amount receivable) by the Borrower under the Swap Contracts during the twelve-Month period ending on the date of a Debt Service Cover Compliance Certificate;

“Historical Debt Service Cover Ratio” means, at any time, the ratio of the Historical Net Earnings to the Historical Debt Service;

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“Historical Net Earnings” means, at any time, the aggregate amount of the Charter Hire payments less the aggregate amount of the withdrawals made from the Operating Account pursuant to Clause 19.2.1 (a) during the twelve-Month period ending on the date of a Debt Service Cover Compliance Certificate;

“HLNG” means Höegh LNG Limited, a company incorporated under the laws of Bermuda, having its address at c/o Appleby, Canon’s Court, 22 Victoria Street, HM12, Hamilton, Bermuda;

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary;

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002;

“Information Sharing Letter” means the letter from the Project Sponsor to the Borrower dated 20 March 2007;

“Insurances” has the meaning given to that expression in the Deed of Covenant;

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest);

“ISM Code” means the International Safety Management Code (including the guidelines on its implementation), adopted by the International Maritime Organisation Assembly as Resolutions A.741(18) and A.788 (19), as the same may be amended or supplemented from time to time);

“ISM Code Documentation” means the document of compliance (DOC) and safety management certificate (SMC) issued by a Classification Society pursuant to the ISM Code in relation to the Ship within the periods specified by the ISM Code;

“ISM SMS” means the safety management system which is required to be developed, implemented and maintained under the ISM Code;

“ISPS Code” means the International Ship and Port Security Code of the International Maritime Organisation and includes any amendments or extensions thereto and any regulations issued pursuant thereto;

“ISSC” means an International Ship Security Certificate issued in respect of the Ship pursuant to the ISPS Code;

“Lease Arranger” means Calyon, acting in such capacity through its office at Ruselokkveien 6, PO Box 1675 Vika, N-0120 Oslo, Norway;

“Lender” means:

(a) any Original Lender; and

(b) any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 25 (Changes to the Parties),

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which in each case has not ceased to be a Party in accordance with the terms of this Agreement;

“LHC” means Leif Höegh & Co Ltd a company incorporated under the laws of Bermuda, having its address at c/o Appleby, Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda;

“LHC Undertaking” means the undertaking to be provided by LHC to the Security Trustee in respect of the obligations of HLNG under the Vessel Sponsors’ Undertaking, in agreed form;

“LIBOR” means, in relation to any Loan:

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for dollars for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in dollars and for a period comparable to the Interest Period for that Loan;

“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that Loan;

“LMA” means the Loan Market Association;

“Loss Payable Clauses” has the meaning given to that expression in the Deed of Covenant;

“Majority Lenders” means:

(a) if there are no Loans then outstanding, a Lender or Lenders whose Commitments aggregate more than 66 ²⁄₃% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 ²⁄₃% of the Total Commitments immediately prior to the reduction); or

(b) at any other time:

(i) prior to an Event of Default, a Lender or Lenders whose participations in the Loans then outstanding aggregate more than 66 ²⁄₃% of all Loans then outstanding; or

(ii) following an Event of Default:

(aa) a Lender or Lenders whose participations in the Loans then outstanding; and

(bb) a Swap Bank (which is a Lender or an Affiliate of a Lender) or Swap Banks (who are Lenders or Affiliates of Lenders) whose Swap Exposure then current

together aggregates more than 66 ²⁄₃% of the aggregate of all the Loans then outstanding and the Swap Exposure;

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“Management Agreement” means the agreement to be made between the Borrower and Höegh LNG AS in relation to the management of the Ship, in form and substance acceptable to the Lenders;

“Manager” means Höegh LNG AS, a Vessel Sponsor, or any other person appointed by the Borrower, with the prior written consent of the Agent (such consent not to be unreasonably withheld or delayed), as the manager of the Ship;

“Manager’s Undertaking” means the manager’s undertaking required to be executed hereunder by the Manager in favour of the Security Trustee in respect of the Ship in agreed form;

“Mandatory Cost” means the percentage rate per annum calculated by the Agent in accordance with Schedule 4 (Mandatory Cost formula);

“Margin” means 0.50 per cent per annum;

“Material Adverse Effect” means a material adverse effect on:

(a) the business, operations, property, condition (financial or otherwise) of the Borrower;

(b) the ability of a Security Party to perform its obligations under the Finance Documents provided that, for this purpose, HLNG, LHC and MOL shall each cease to be a “Security Party” on (i) the Regas Acceptance Date or, as the case may be, the end of the Regas Rejection Remarketing Period; or

(c) the validity or enforceability of the Finance Documents or the rights or remedies of any Finance Party under the Finance Documents;

“MII Policy” means a mortgagee’s interest and pollution risks insurance policy (including additional perils cover) in respect of the Ship to be effected by the Agent on behalf of the Lenders (for the cost of the Lenders) on or before the first Utilisation Date and renewed or replaced annually thereafter and maintained throughout the Security Period through such brokers, with such underwriters and containing such coverage as may be acceptable to the Agent in its sole discretion, insuring a sum of at least 110% of the Loan;

“MLA Swap Contracts” means each contract to be made between a Swap Bank and the Borrower by a novation and amendment of the Original Swap Contract on the first Utilisation Date pursuant to Clause 8.5.1, comprising an ISDA Master Agreement and a Swap Confirmation in respect of the relevant Swap Transaction;

“MOL” means Mitsui O.S.K. Lines Limited, a company incorporated under the laws of Japan, having its principal office address at 1-1, Toranomon, 2-Chome, Minato-Ku, Tokyo, Japan, 105-8688.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) subject to paragraph (c) below if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

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(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period;

“Mortgage” means the first priority mortgage of the Ship required to be executed hereunder by the Borrower in favour of the Security Trustee in agreed form;

“Negative Pledge” means a negative pledge of the shares of the Borrower to be executed by the Vessel Sponsors in favour of the Security Trustee in agreed form;

“No-Fault Termination Remarketing Period” means the period commencing on the No-Fault Termination Date and ending on the earlier of (a) the date falling six Months thereafter and (b) the date of the Replacement Charter;

“No-Fault Termination Right” means the right of termination of the charter by the Charterer pursuant to Clause 6 (r) of the Charter;

“No-Fault Termination Date” means any date upon which the Charter has been terminated pursuant to the exercise by the Charterer of its No-Fault Termination Right;

“Notice of Assignment of Insurances”, means the notice of assignment relating to the Insurances on the Ship in the form set out in the Deed of Covenant or such other form as may from time to time be required or agreed by the Agent;

“Operating Account” means an interest-bearing USD account of the Borrower with the Account Bank and includes any sub-accounts thereof and any other account designated in writing by the Agent to be the Operating Account for the purposes of this Agreement;

“Operator” means the Manager and/or any other person who is from time to time during the Security Period concerned in the operation of the Ship and falls within the definition of “Company” set out in rule 1.1.2 of the ISM Code;

“Original Swap Bank” means Calyon

“Original Swap Contract” means the contract made between the Original Swap Bank and the Borrower comprising an ISDA Master Agreement dated 2 April 2007 and a Swap Confirmation executed pursuant thereto, in respect of a Swap Transaction entered into on 2 April 2007 for a notional principal amount of USD260,000,000;

“Participating Member State” means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union;

“Party” means a party to this Agreement;

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“Permitted Liens”

(a) liens in favour of suppliers up to the Casualty Amount;

(b) liens arising in respect of loss, damage, or expense in respect of which a bond or other security has been posted to prevent the arrest or secure the release of the Ship from arrest on account of such claim;

(c) liens arising by the operation of law for not more than two months’ prepaid hire under the Charter;

(d) liens arising by the operation of law or otherwise in the ordinary course of operation, repair or maintenance of the Ship where the Charterer is contesting the claim giving rise to such lien in good faith by appropriate steps and for the payment of which adequate reserves have been made in case the Charterer finally has to pay such claim so long as any such proceedings shall not, and may not reasonably be considered unlikely to, lead to the arrest, sale, forfeiture or loss of the Ship, or any interest in the Ship;

(e) liens created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as security for costs and expenses where the Charterer is prosecuting or defending such action in good faith by appropriate steps or which are subject to a pending appeal and for which there shall have been granted a stay of execution pending such appeal and for the payment of which adequate reserves have been made so long as any such proceedings or the continue existence of such lien shall not and may reasonably be considered unlikely to lead to arrest, sale, forfeiture or loss of the Ship, or any interest in the Ship;

(f) liens arising by operation of law in respect of Taxes which are not overdue for payment or Taxes which are overdue for payment but which are being contested in good faith by appropriate steps and in respect of which appropriate reserves have been made so long as any such proceedings or the continued existence of such lien shall not and may reasonably be considered unlikely to lead to the arrest, sale, forfeiture or loss of the Ship, or any interest in the Ship;

(g) liens (including possessory liens) for classification or scheduled dry docking whose aggregate cost does not exceed the Casualty Amount at any one time in respect of the Ship;

(h) liens for collision or salvage; and

(i) any other lien, the creation of which has been expressly permitted in writing by the Agent;

“Performance Liquidated Damages” means the amount of (i) the aggregate of all sums received by the Borrower under Article III and Article VII, Clause 8 of the Shipbuilding Contract and under the Regas Performance Guarantee, in excess of (ii) the aggregate of all sums paid or payable by the Borrower to the Charterer under Clause 6 and Clause 7 of the Charter;

“Permitted Security” means any Security in favour of the Secured Parties or any of them created pursuant to the Security Documents and Permitted Liens;

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“Pre-delivery Security Assignment” means the assignment of the Shipbuilding Contract and the Refund Guarantee required to be executed hereunder by the Borrower in favour of the Security Trustee, in agreed form;

“Pledge of Accounts” means the pledge of the Accounts required to be executed hereunder by the Borrower in favour of the Security Trustee;

“Proceedings” means any litigation, arbitration, legal action or complaint or judicial, quasi-judicial or administrative proceedings whatsoever arising or instigated by anyone in any court, tribunal, public office or other forum whatsoever and wheresoever (including, without limitation, any action for provisional or permanent attachment of any thing or for injunctive remedies or interim relief and any action instigated on an ex parte basis);

“Project Cost” means the aggregate at any time of costs then due or already paid in respect of:

(a) the Contract Instalments;

(b) plan approval costs, supervision costs, commissioning and other costs incurred in connection with the construction, delivery and outfitting of the Ship;

(c) costs of training and familiarisation of persons to be employed as crew of the Ship;

(d) fees (including legal fees), costs and expenses incurred by the Borrower prior to the Delivery Date in connection with the Transaction Documents;

(e) interest payable prior to the Delivery Date under this Agreement;

(f) Shareholder Loan Interest; and

(g) any other cost which the Agent and the Borrower agree to be included within the definition of Project Cost;

“Project Sponsor” means Suez SA, a company incorporated under the laws of France, having its registered office address at 16, rue de la Ville L’Evêque-75383, Paris, Cedex 08, France;

“Projected Debt Service” means, at any time, the projected aggregate of the amounts payable (excluding any prepayments) by the Borrower under this Agreement plus the net amount payable (or, as the case may be, minus the net amount receivable) by the Borrower under the Swap Contracts during the twelve-Month period following the date of a Debt Service Cover Compliance Certificate;

“Projected Debt Service Cover Ratio” means, at any time, the ratio of the Projected Net Earnings to the Projected Debt Service;

“Projected Net Earnings” means, at any time, the projected aggregate amount of the Charter Hire payments to be made to the Operating Account less the aggregate amount of the withdrawals to be made from the Operating Account pursuant to Clause 19.2.1(a) during the twelve-Month period following the date of a Debt Service Cover Compliance Certificate;

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the London Interbank Market in which case the Quotation Day will be determined by the Agent in accordance with market practice in the London Interbank Market (and if quotations would normally be given by leading banks in the London Interbank Market on more than one day, the Quotation Day will be the last of those days);

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“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property;

“Reference Banks” means the principal London offices of Calyon, DnB NOR Bank ASA and Sumitomo Mitsui Banking Corporation, Brussels Branch or such other banks as may be appointed by the Agent in consultation with the Borrower;

“Refund Guarantee” means the letter of guarantee issued by the Refund Guarantor in favour of the Borrower in respect of the Builder’s obligations under the Shipbuilding Contract;

“Refund Guarantor” means the Export-Import Bank of Korea;

“Regas Acceptance Date” means any date upon which the Ship has been accepted by Charterer under the Charter following successful completion of regasification trials;

“Regas Acceptance Loan” means the Loan to be made available on the Regas Acceptance Date for the payment of Shareholder Loan Interest;

“Regas Performance Guarantee” means the guarantee to be executed by the Regas Performance Guarantor on or before the Delivery Date in favour of the Borrower;

“Regas Performance Guarantee Assignment” means the assignment of the Regas Performance Guarantee required to be executed hereunder by the Borrower in favour of the Security Trustee, in agreed form;

“Regas Performance Guarantor” means the Export-Import Bank of Korea or the Korea Development Bank;

“Regas Rejection Date” means any date upon which the Ship has been rejected by the Charterer under the Charter following three consecutive failures of the regasification trials;

“Regas Rejection Remarketing Period” means the period commencing on the Regas Rejection Date and ending on the earlier of (a) the date falling six Months thereafter or (b) the date of the Replacement Charter;

“Regas Rejection Termination Right” means the right of termination of the Charter by the Charterer pursuant to Clause 7 of the Charter;

“Regas Tests Acceptance Certificate” means a certificate in the form of Schedule VI of the Charter, signed by the Borrower and the Charterer;

“Registry” means the office of such registrar, commissioner or representative of the Flag State who is duly authorised and empowered to register the Ship, the Borrower’s title to the Ship and the Mortgage under the laws and flag of the Flag State;

“Relevant Jurisdiction” means any jurisdiction in which the Borrower is incorporated;

“Relevant Percentage” means 90 per cent., as such percentage may be reduced pursuant to Clause 7.11 (Effect on Commitment of other Lenders);

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“Remarketing Conditions” means the conditions in the Vessel Sponsors’ Undertaking for the effectiveness of the Remarketing Undertaking, being the exercise by the Charterer of its No-Fault Termination Right or Regas Rejection Termination Right;

“Remarketing Period” means the No-Fault Termination Remarketing Period or the Regas Rejection Remarketing Period;

“Remarketing Undertaking” means the undertaking of the Vessel Sponsors to remarket the Ship as set out in the Vessel Sponsors’ Undertaking;

“Repayment Date” means the First Repayment Date and each of the dates falling at three-Monthly intervals thereafter up to and including the Termination Date;

“Repeating Representations” means each of the representations set out in Clause 17 (Representations) other than Clauses 17.3, 17.4, 17.5, 17.8, 17.9, 17.10, 17.12, 17.13, 17.20(c) and (d), 17.24 and 17.25;

“Replacement Charter” means a time charter of the Ship entered into by the Borrower with a charterer approved by the Lenders and on terms approved by the Lenders (acting reasonably);

“Requisition” means requisition for title or other compulsory acquisition, requisition, appropriation, expropriation, deprivation, forfeiture or confiscation howsoever for any reason of the Ship by any Government Entity or other competent authority, whether de jure or de facto, but shall exclude requisition for use or hire not involving requisition of title;

“Requisition Compensation” has the meaning given to that expression in the Deed of Covenant;

“Required Authorisation” means any authorisation, consent, declaration, licence, permit, exemption, approval or other document, whether imposed by or arising in connection with any law, regulation, custom, contract, security or otherwise howsoever which must be obtained at any time from any person, Government Entity, central bank or other self-regulating or supra-national authority in order to enable the Borrower lawfully to draw the Loan and/or perform all its obligations whatsoever whensoever arising and/or grant security under the relevant Security Documents and/or to ensure the continuous validity and enforceability thereof;

“Screen Rate” means the British Bankers’ Association Interest Settlement Rate for dollars for the relevant period, displayed on the appropriate page of the Reuters screen; if the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders;

“Secured Parties” means each Finance Party from time to time party to this Agreement and any Receiver or Delegate;

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

“Security Documents” means

(a) this Agreement;

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(b) the Charter Assignment;

(c) the Charter Consent and Agreement;

(d) the Deed of Covenant;

(e) the LHC Undertaking;

(f) the Manager’s Undertaking;

(g) the Mortgage;

(h) the Negative Pledge;

(i) the Pledge of Accounts;

(j) the Pre-delivery Security Assignment;

(k) the Regas Performance Guarantee Assignment;

(l) the Supervision Agreement Assignment;

(m) the Swap Contracts Assignment;

(n) the Vessel Sponsors’ Undertaking; and

(o) any other documents as may have been or shall from time to time after the date of this Agreement be executed (by, or with the agreement of, the Borrower) to guarantee and/or to govern and/or secure all or any part of the Loan, interest thereon and other moneys from time to time owing by the Borrower pursuant to this Agreement (whether or not any such document also secures moneys from time to time owing pursuant to any other document or agreement).

“Security Party” means any person (except a Finance Party) who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a Finance Document;

“Security Period” means the period commencing on the date of this Agreement and continuing for so long as any moneys are owing actually or contingently under the Security Documents and while any Loan and/or the Swap Liabilities remain outstanding;

“Selection Notice” means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 9 (Interest Periods);

“Shareholder Agreement” means the agreement amended and restated on, or about, the date of this Agreement entered into between MOL and HLNG;

“Shareholder Loan” means a loan made by a Vessel Sponsor to the Borrower to finance part of the Project Cost;

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“Shareholder Loan Agreement” means each agreement entered into between a Vessel Sponsor and the Borrower under which a Vessel Sponsor makes available Shareholder Loans to the Borrower;

“Shareholder Loan Interest” means at any time the interest that has accrued (using a notional interest rate of 8 per cent. per annum) in respect of a Shareholder Loan;

“Shareholder Loan Principal” means at any time the principal amount of a Shareholder Loan;

“Ship” means the 145,000 cbm shuttle and regasification LNG-carrier vessel currently known as Hull No. 1688, to be constructed and sold by the Builder to the Borrower pursuant to the Shipbuilding Contract;

“Shipbuilding Contract” means the shipbuilding contract dated 7 April 2006 as amended and supplemented by a side letter and a supplemental agreement no. 1 each dated 7 April 2006, each entered into between the Borrower and the Builder in relation to the Ship;

“Specified Time” means a time determined in accordance with Schedule 6 (Timetables);

“Subsidiary” means a subsidiary within the meaning of section 736 of the Companies Act 1985;

“Supervision Agreement” means the construction management agreement in respect of the supervision of the construction of the Ship dated on, or about, the date of this Agreement entered into between the Borrower, MOL and Höegh LNG AS;

“Supervision Agreement Assignment” means the assignment of the Supervision Agreement required to be executed hereunder by the Borrower in favour of the Security Trustee;

“Swap Confirmation” in relation to any Swap Transaction, shall have the meaning given in the relevant Swap Contract;

“Swap Contract” means each MLA Swap Contract, the Additional Swap Contract and any Further Additional Swap Contract;

“Swap Contracts Assignment” means the assignment of the Swap Contracts by the Borrower in favour of the Security Trustee in agreed form;

“Swap Exposure” means at any date, the amount which a Swap Bank certifies would be the aggregate net amount in dollars which would be payable by the Borrower to that Swap Bank under the relevant Swap Contract if an Early Termination Event (as defined in the relevant Swap Contract) had occurred on that date in respect of all Swap Transactions entered into under the relevant Swap Contract;

“Swap Liabilities” means indebtedness incurred by the Borrower under the Swap Contracts;

“Swap Payment” means each net periodic payment payable under a Swap Contract or a net termination payment payable under a Swap Contract, by the Borrower to a Swap Bank or by a Swap Bank to the Borrower;

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“Swap Transaction” means a transaction entered into by the Borrower pursuant to a Swap Contract for the purpose of hedging the Borrower’s exposure under this Agreement to changes in LIBOR;

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

“Termination Date” means the date which is twelve years after the Delivery Date;

“Total Commitments” means the aggregate of the Commitments being USD300,000,000 at the date of this Agreement;

“Total Loss” means:

(a) actual, constructive, compromised or arranged total loss of the Ship; or

(b) Requisition; or

(c) the hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of the Ship (other than Requisition) by any Government Entity, or by persons allegedly acting or purporting to act on behalf of any Government Entity, unless the Ship be released and restored to the Borrower within twelve Months after such incident;

“Transaction Documents” means the Finance Documents and the Underlying Documents;

“Transaction Security” means the security constituted or intended to be constituted by the Security Documents;

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower;

“Transfer Date” means, in relation to a transfer, the later of:

(a) the proposed Transfer Date specified in the Transfer Certificate; and

(b) the date on which the Agent executes the Transfer Certificate;

“Trust Agreement” means the agreement required to be executed hereunder between the Borrower, the Lenders, the Swap Banks, the Agent and the Security Trustee in agreed form;

“Underlying Documents” means;

(a) the Charter;

(b) the Charter Ownership Undertaking;

(c) the Comfort Letter;

(d) the Information Sharing Letter;

(e) the Refund Guarantee;

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(f) the Regas Performance Guarantee;

(g) the Shareholder Agreement;

(h) the Shareholder Loan Agreements;

(i) the Shipbuilding Contract;

(j) the Supervision Agreement; and

(k) the Management Agreement;

“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Finance Documents;

“Utilisation” means a utilisation of the Facility;

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made;

“Utilisation Request” means a notice substantially in the form set out in Part I of Schedule 3 (Requests);

“VAT” means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature;

“Vessel Sponsors” means, together, HLNG and MOL; and

“Vessel Sponsors’ Undertaking” means the undertaking to be provided by the Vessel Sponsors to the Security Trustee, in agreed form.

1.2 Construction

1.2.1 Unless a contrary indication appears, any reference in this Agreement to:

(a) the “Agent”, the “Arranger”, any “Finance Party”, any “Lender”, the “Borrower” any “Swap Bank”, any “Security Party”, the “Security Trustee” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(b) a document in “agreed form” is a document which is previously agreed in writing by or on behalf of, the Borrower and the Agent, or, if not so agreed, is in the form specified by the Agent;

(c) “assets” includes present and future properties, revenues and rights of every description;

(d) a “Finance Document” or “Transaction Document” or any other agreement or instrument is a reference to that Finance Document, that Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

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(e) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(f) a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(g) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(h) a “provision of law” is a reference to that provision as amended or re-enacted; and

(i) a “time of day” is a reference to London time.

1.2.2 Section, Clause and Schedule headings are for ease of reference only.

1.2.3 A term defined in Clause 1.1 (Definitions) in the singular shall include the plural and in the plural shall include the singular.

1.2.4 Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

1.2.5 A Default or an Event of Default is “continuing” if it has not been remedied or waived.

1.2.6 If any party (the “First Party”) to a Transaction Document shall, subject to any required consents required by the terms of the Finance Documents, be replaced by way of transfer, assumption or novation by another party (the “Second Party”), upon such transfer, assumption or novation taking effect:

(a) all references in the Finance Documents to the First Party shall be deemed to be, and shall be construed as, references to the Second Party; and

(b) all Security constituted by the Security Documents shall continue in full force and effect including, where applicable, as Security for any obligations of the Second Party,

without the need for any amendment or supplement to the Finance Documents unless any amendment or supplement is otherwise required in connection with such transfer, assumption or novation.

1.3 Currency Symbols and Definitions

“dollars” and “USD” denote the lawful currency of the United States of America.

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1.4 Third party rights

Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.

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SECTION 2

THE FACILITY

2. THE FACILITY

2.1 The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrower a dollar term loan facility in an aggregate amount up to the Total Commitments.

2.2 Finance Parties’ rights and obligations

2.2.1 The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

2.2.2 The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from the Borrower shall be a separate and independent debt.

2.2.3 A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

3. PURPOSE

3.1 Purpose

The Borrower agrees that all amounts borrowed by it under the Facility shall be applied towards financing part of the Project Cost, provided that Shareholder Loan Interest may be financed only by a Regas Acceptance Loan.

3.2 Lease financing

3.2.1 In the event that the Borrower intends to enter into a UK or French tax-advantaged lease financing for the Ship with the Lease Arranger, the Finance Parties shall agree to amend the Finance Documents and enter into such other documentation as may be required so that the facility provided hereby can be used to support such lease financing, provided that:

(a) the terms and conditions of any amendments to the Finance Documents and any other documentation to be entered into by the Lenders are acceptable to the Finance Parties; and

(b) the Security to be provided to the Lenders and the Swap Banks shall, in the opinion of the Lenders and the Swap Banks, be of at least equivalent value to the Transaction Security.

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3.2.2 In connection with the matters referred to in Clause 3.2.1, the Finance Parties shall act in good faith and in accordance with their respective normal internal procedures for considering these and similar matters.

3.3 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4. CONDITIONS OF UTILISATION

4.1 Initial conditions precedent

4.1.1 The Borrower may not deliver a Utilisation Request unless the Agent has received all the documentation and other evidence listed in Part 1 of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

4.1.2 Subject to Clause 4.1.1, the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ Participation) in relation to any Utilisation (other than in respect of a Delivery Loan or a Regas Acceptance Loan) if, by the Specified Time on the proposed Utilisation Date for that Utilisation, the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the Ship in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

4.1.3 The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ Participation) in relation to a Utilisation in respect of a Delivery Loan, if, by the Specified Time on the proposed Utilisation Date, the Agent has received all of the documents and other evidence listed in Part III of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

4.1.4 The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ Participation) in relation to a Utilisation in respect of a Regas Acceptance Loan, if by the Specified Time on the proposed Utilisation Date, the Agent has received a Certified Copy of the Regas Tests Acceptance Certificate. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

4.2 Further conditions precedent

4.2.1 The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the proposed Utilisation Date:

(a) it has received evidence of payment by the Borrower of the Equity Payment in settlement of that part of the Current Project Cost which will not be financed by the proposed Loan;

(b) no Default is continuing or would result from the proposed Loan;

(c) the Repeating Representations to be made by the Borrower are true in all material respects.

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SECTION 3

UTILISATION

5. UTILISATION

5.1 Delivery of a Utilisation Request

The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2 Completion of a Utilisation Request

5.2.1 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(a) the proposed Utilisation Date is a Business Day within the Availability Period;

(b) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

(c) the proposed Interest Period complies with Clause 9 (Interest Periods).

5.2.2 Only one Utilisation may be requested in each Utilisation Request.

5.3 Currency and amount

5.3.1 The currency specified in a Utilisation Request must be dollars.

5.3.2 The amount of the proposed Utilisation shall be the lesser of:

(a) the Available Facility; and

(b) an amount which, together with the aggregate amount of any prior Utilisations, does not exceed the Relevant Percentage of the Project Cost (excluding Shareholder Loan Interest other than in the case of a Regas Acceptance Loan).

5.4 Lenders’ participation

5.4.1 If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

5.4.2 The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

5.4.3 The Agent shall notify each Lender of the amount of each Loan and the amount of its participation in that Loan by the Specified Time.

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5.5 Cancellation of Commitment

The Total Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6. REPAYMENT

6.1 Repayment of Loans

6.1.1 Subject to Clause 6.1.2, the Borrower shall repay the Loans in consecutive quarterly instalments in the amounts (the “Repayment Instalments”) and on the dates (the “Repayment Dates”) as set out in Schedule 7 (Scheduled Repayments).

6.1.2 On the date upon which the First Repayment Date is finalised, the Agent and Borrower shall agree to amend the Repayment Instalments and the Repayment Dates so that the Borrower shall repay the Loans in consecutive quarterly instalments commencing on the First Repayment Date and thereafter at three-Monthly intervals up to and including the Termination Date, provided that the “balloon” instalment of USD164,993,957.31 set out in Schedule 7 (Scheduled Repayments) shall not be amended.

6.2 Reborrowing

The Borrower may not reborrow any part of the Facility which is repaid.

7. PREPAYMENT AND CANCELLATION

7.1 Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

(a) that Lender shall promptly notify the Agent upon becoming aware of that event;

(b) upon the Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled; and

(c) the Borrower shall repay that Lender’s participation in the Loans on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrowers or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

7.2 Mandatory Prepayment – Material Adverse Charge

If any event or circumstance occurs which the Majority Lenders reasonably believe might have a material adverse effect on the ability of HLNG, LHC or MOL to perform its obligations under the Finance Documents to which each is a party up to, as the case may be, (i) the Regas Acceptance Date or (ii) the end of the Regas Rejection Remarketing Period, the Borrower shall, within 45 days of receipt of notice from the Agent, prepay the Loans in full.

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7.3 Mandatory Prepayment - Total Loss

7.3.1 On the date falling 120 days after that on which the Ship becomes a Total Loss or, if earlier, on the date upon which the relevant insurance proceeds are, or Requisition Compensation is, received by the Borrower (or the Security Trustee or any other Finance Party pursuant to the Security Documents), the Borrower shall prepay the Loans.

7.3.2 For the purpose of this Agreement, a Total Loss shall be deemed to have occurred:

(a) in the case of an actual total loss of the Ship, on the actual date and at the time the Ship was lost or, if such date is not known, on the date on which the Ship was last reported;

(b) in the case of a constructive total loss of the Ship, upon the date and at the time notice of abandonment of the Ship is given to the then insurers of the Ship (provided a claim for total loss is admitted by such insurers) or, if such insurers do not immediately admit such a claim, at the date and at the time at which either a total loss is subsequently admitted by such insurers or a total loss is subsequently adjudged by a competent court of law or arbitration tribunal to have occurred;

(c) in the case of a compromised or arranged total loss of the Ship, on the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the then insurers of the Ship;

(d) in the case of Requisition, on the date upon which the relevant requisition of title or other compulsory acquisition occurs; and

(e) in the case of hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of the Ship (other than where the same amounts to Requisition of the Ship) by any Government Entity, or by persons allegedly acting or purporting to act on behalf of any Government Entity, which deprives the Borrower of the use of the Ship for more than 30 days, upon the expiry of the period of twelve Months after the date upon which the relevant incident occurred.

7.4 Mandatory Prepayment – sale of Ship

If the Ship is sold, the Borrower shall prepay the Loans in full on or before the date upon which the sale is completed by delivery of the Ship to the purchaser.

7.5 Mandatory Prepayment – termination of Shipbuilding Contract etc.

If any of the Shipbuilding Contract, the Refund Guarantee or the Regas Performance Guarantee is cancelled, terminated or rescinded for any reason other than by expiry in accordance with its terms, the Borrower shall prepay the Loans in full.

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7.6 Mandatory Prepayment – termination of Charter

7.6.1 If the Charter is cancelled, terminated or rescinded for any reason other than the exercise by the Charterer of the No-Fault Termination Right or the Regas Rejection Termination Right, the Borrower shall prepay the Loans in full.

7.6.2 If the Charter is terminated pursuant to the exercise by the Charterer of the No-Fault Termination Right, the Borrower shall prepay the Loans in an amount equal to the Charter Termination Fee, such prepayment shall pro tanto satisfy the obligations under Clause 6.1 (Repayment of Loans) and shall be applied pro rata against the outstanding repayment instalments.

7.6.3 If the Charter is terminated pursuant to the exercise by the Charterer of the Regas Rejection Termination Right, the Borrower shall, within five Business Days of the Regas Rejection Date, prepay the Loans in an amount equal to the aggregate of:

(a) the Performance Liquidated Damages; and

(b) the Additional Equity Prepayment;

and such prepayments shall pro tanto satisfy the obligations under Clause 6.1 (Repayment of Loans) and shall be applied pro rata against the outstanding repayment instalments.

7.7 Mandatory Prepayment – remarketing of Ship

7.7.1 During the Remarketing Period:

(a)	(i)	following exercise by the Charterer of the Regas Rejection Termination Right, the Borrower shall apply the Additional Equity Debt Service Provision from time to time to meet its payment obligations under this Agreement and under the Swap Contracts; or
	(ii)	following the exercise by the Charterer of the No-fault Termination Right, the Borrower shall apply the Debt Service Reserve from time to time to meet its payment obligations under this Agreement and under the Swap Contracts; and

(b) the Borrower shall not make any payments, prepayments or repayments in respect of a Shareholder Loan, but interest on a Shareholder Loan may be capitalised.

7.7.2 If a Replacement Charter is entered into during the Remarketing Period:

(a) the Lenders shall continue to make the Loans then outstanding available to the Borrower (subject to any amendment of the Finance Documents which may have been a condition to the Lenders’ approval of the Replacement Charter);

(b) in the case of the No-Fault Termination Remarketing Period, the Debt Service Reserve shall be adjusted to reflect the reduced debt service requirement resulting from the prepayment pursuant to Clause 7.6.2; and

(c) the Lenders will consider in good faith (taking into account the terms and nature of the Replacement Charter) any request by the Borrower for additional finance for the Ship (without incurring an obligation to pay any fees for the arrangement of such finance) in an amount of up to the aggregate of the amounts prepaid under Clause 7.6.2 or Clause 7.6.3 (as applicable).

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7.7.3 If a Replacement Charter has not been entered into by the end of the Remarketing Period, the Borrower shall prepay the Loans in full.

7.7.4 If any part of the Additional Equity Debt Service Provision is not utilised by the Borrower pursuant to Clause 7.7.1 (a)(i), at the end of the Regas Rejection Remarketing Period in circumstances where no Replacement Charter has been entered into, such amount shall be applied in pro tanto satisfaction of the Borrower’s obligation under Clause 7.7.3.

7.7.5 If any part of the Additional Equity Debt Service Provision is not utilised by the Borrower pursuant to Clause 7.7.1 (a)(i), at the end of the Regas Rejection Remarketing Period in circumstances where a Replacement Charter has been entered into, such amount (or part thereof) as in the opinion of the Lenders (acting reasonably) is necessary to reduce the Loans to ensure debt service by the charter hire payable under the Replacement Charter shall be applied in prepayment of the Loans pro rata against the outstanding repayment instalments.

7.8 Voluntary cancellation

The Borrower may, if they give the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of USD10,000,000) of the Total Commitments. Any cancellation under this Clause 7.8 shall reduce the Commitments of the Lenders rateably.

7.9 Voluntary prepayment of Loans

7.9.1 The Borrower may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, prepay the whole or any part of any Loan (but, if in part, being an amount that reduces the amount of that Loan by a minimum amount of USD10,000,000 and, if more, in multiples of USD1,000,000).

7.9.2 A Loan may only be prepaid after the first day on which the Available Facility is zero.

7.9.3 Any prepayment under this Clause 7.9 shall satisfy the obligations under Clause 6.1 (Repayment of Loans) in inverse order of maturity.

7.10 Right of repayment and cancellation in relation to a single Lender

7.10.1 If:

(a) any sum payable to any Lender by the Borrower is required to be increased under Clause 12.2 (Tax Gross-up); or

(b) any Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13 (Increased costs),

the Borrower may, whilst the circumstance giving rise to the requirement for indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans.

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7.10.2 On receipt of a notice referred to in Clause 7.10.1 , the Commitment of that Lender shall immediately be reduced to zero.

7.10.3 On the last day of the then current Interest Period which ends after the Borrower has given notice under Clause 7.10.1 (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in that Loan.

7.11 Effect on Commitment of other Lenders

If the Commitment of any Lender is reduced or cancelled pursuant to any provision of this Agreement, the Relevant Percentage shall be reduced by the same proportion as, before such reduction or cancellation, the Available Commitment of the Lender whose Commitment was reduced or cancelled bore to the Total Commitments.

7.12 Effect on Swap Contracts

On or prior to any repayment or prepayment of any part of a Loan, or if any part of the Facility in respect of which a Swap Transaction has been entered into is not utilised under this Agreement prior to the end of the Availability Period, the Borrower shall wholly or partially reverse, unwind, offset or terminate (and settle at the then mark-to-market valuation) one or more of the Swap Transactions forming part of the Swap Contracts in the following order:

(a) first, any Further Additional Swap Contracts;

(b) secondly, the Additional Swap Contract;

(c) thirdly, the MLA Swap Contracts (provided that the Borrower shall reverse, unwind, offset or terminate such Swap Transactions in equal amounts),

so that the aggregate notional principal amount of the continuing Swap Transactions does not exceed 110 per cent. of the amount of the Loans and the Borrower shall at the same time supply a Hedging Compliance Certificate to the Agent setting out computations (in reasonable detail) as to compliance with this Clause 7.11 and Clause 8.5.2 as at that date.

7.13 Restrictions

7.13.1 Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

7.13.2 Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

7.13.3 The Borrower may not reborrow any part of the Facility which is prepaid.

7.13.4 The Borrower shall not repay or prepay all or any part of a Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

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7.13.5 No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

7.13.6 If the Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

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SECTION 5

COSTS OF UTILISATION

8. INTEREST

8.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin;

(b) LIBOR; and

(c) Mandatory Cost, if any.

8.2 Payment of interest

The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period (and, if the Interest Period is longer than three Months, on the dates falling at three-Monthly intervals after the first day of the Interest Period).

8.3 Default interest

8.3.1 If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to Clause 8.3.2 below, is one per cent higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 8.3 (Default Interest) shall be immediately payable by the Borrower on demand by the Agent .

8.3.2 If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period:

(a) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(b) the rate of interest applying to the overdue amount during that first Interest Period shall be one per cent. higher than the rate which would have applied if the overdue amount had not become due.

8.3.3 Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

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8.4 Notification of rates of interest

The Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement.

8.5 Interest Rate Hedging

8.5.1 On the first Utilisation Date, following receipt of confirmation from the Agent that all relevant conditions precedent have been satisfied pursuant to Clause 4 (Conditions of Utilisation):

(a) the Original Swap Contract shall be novated and amended so that:

(i) each Swap Bank is a party to a MLA Swap Contract (and each MLA Swap Contract shall be on the same terms and for the same notional principal amounts), and

(ii) the Swap Liabilities in respect thereof are secured by the Transaction Security;

(b) the Additional Swap Contract and any Further Additional Swap Contract shall be amended so that the Swap Liabilities in respect thereof are secured by the Transaction Security.

8.5.2 The Borrower shall ensure that, on the Utilisation Date for the Delivery Loan and at all times thereafter during the Security Period, the aggregate notional principal amounts of the then current Swap Transactions is equal to or greater than 90 per cent. of the amount of the Loans.

9. INTEREST PERIODS

9.1 Selection of Interest Periods

9.1.1 The Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan has already been borrowed) in a Selection Notice.

9.1.2 Each Selection Notice for a Loan is irrevocable and must be delivered to the Agent by the Borrower not later than the Specified Time.

9.1.3 If a Borrower fails to deliver a Selection Notice to the Agent in accordance with Clause 9.1.2 above, the relevant Interest Period will, subject to Clause 9.2 (Changes to Interest Periods), be three Months.

9.1.4 Subject to this Clause 9 (Interest Periods), the Borrower may select an Interest Period of three Months or any other period agreed between the Borrower and the Agent (acting on the instructions of all the Lenders). In addition the Borrower may select an Interest Period of less than one Month, if necessary to ensure that the Loan has an Interest Period ending on a Repayment Date.

9.1.5 An Interest Period for a Loan shall not extend beyond the Termination Date.

9.1.6 Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

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9.2 Changes to Interest Periods

If an Interest Period would otherwise overrun a Repayment Date, such Interest Period shall end on such Repayment Date.

9.3 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

9.4 Consolidation of Loans

The first Interest Period applicable to the second and any subsequent Loan shall end on the last day of the Interest Period applicable to the Loan then current, whereupon those Loans will be consolidated into, and treated as, a single Loan.

10. CHANGES TO THE CALCULATION OF INTEREST

10.1 Absence of quotations

Subject to Clause 10.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

10.2 Market disruption

10.2.1 If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(a) the Margin;

(b) the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and

(c) the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.

10.2.2 In this Agreement “Market Disruption Event” means:

(a) at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR for dollars for the relevant Interest Period; or

(b) before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35 per cent. of that Loan) that the cost to it or them of obtaining matching deposits in the London Interbank Market would be in excess of LIBOR.

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Alternative basis of interest or funding

10.2.3 If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

10.2.4 Any alternative basis agreed pursuant Clause 10.2.3 above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

10.3 Break Costs

10.3.1 The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

10.3.2 Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

11. FEES

11.1 Commitment fee

11.1.1 The Borrower shall pay to the Agent (for the account of each Lender) a fee computed at the rate of 0.20 per cent. per annum on that Lender’s Available Commitment for the Availability Period.

11.1.2 The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

11.2 Arrangement fee

The Borrower shall pay to the Arranger (for its own account) an arrangement fee in the amount and at the times agreed in the Fee Letter.

11.3 Agency fee

The Borrower shall pay to the Agent (for its own account) the agency fee in the amount and at the times agreed in the Fee Letter.

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SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

12. TAX GROSS UP AND INDEMNITIES

12.1 Definitions

12.1.1 In this Agreement:

“Tax Credit” means a credit against, relief or remission for, or repayment or refund of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document (other than a Swap Contract).

“Tax Payment” means either the increase in a payment made by the Borrower to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

12.1.2 Unless a contrary indication appears, in this Clause 12 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

12.2 Tax gross-up

12.2.1 The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

12.2.2 The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower.

12.2.3 If a Tax Deduction is required by law to be made by the Borrower, the amount of the payment due from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

12.2.4 If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

12.2.5 Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authority.

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12.2.6 The Agent, the Lenders and the Borrower shall cooperate in completing any procedural formalities necessary for the Borrower to make payments to all Lenders without a Tax Deduction.

12.3 Tax indemnity

12.3.1 The Borrower shall (within three Business Days of demand by the Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Finance Party in respect of a Finance Document.

12.3.2 Clause 12.3.1 shall not apply:

(a) with respect to any Tax assessed on a Finance Party:

(i) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or is engaged or deemed to be engaged in a trade or a business or has a presence for tax purposes; or

(ii) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(b) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 12.2 (Tax gross-up).

12.3.3 A Finance Party making, or intending to make a claim under Clause 12.3.1 shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.

12.3.4 A Finance Party shall, on receiving a payment from the Borrower under this Clause 12.3, notify the Agent.

12.4 Tax Credit

If the Borrower makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(b) that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Borrower which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower.

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12.5 Stamp taxes

The Borrower shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

12.6 Value added tax

12.6.1 All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any VAT. If VAT is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT.

12.6.2 Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that it is not entitled to credit or repayment or refund of the VAT.

13. INCREASED COSTS

13.1 Increased costs

13.1.1 Subject to Clause 13.3 (Exceptions) the Borrower shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

13.1.2 In this Agreement “Increased Costs” means:

(a) a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(b) an additional or increased cost; or

(c) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

13.2 Increased cost claims

13.2.1 A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

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13.2.2 Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its increased costs and providing reasonable detail as to the computation of such amount.

13.3 Exceptions

13.3.1 Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

(a) attributable to a Tax Deduction required by law to be made by the Borrower;

(b) compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in Clause 12.3.2 applied);

(c) compensated for by the payment of the Mandatory Cost; or

(d) attributable to breach by, the relevant Finance Party or its Affiliates of any law or regulation, which breach is wilful or attributable to the gross negligence of that party.

13.3.2 In this Clause 13.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 12.1 (Definitions).

14. OTHER INDEMNITIES

14.1 Currency indemnity

14.1.1 If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(a) making or filing a claim or proof against the Borrower;

(b) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Borrower shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

14.1.2 The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2 Other indemnities

The Borrower shall, within five Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(a) the occurrence of any Event of Default;

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(b) a failure by the Borrower to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 (Sharing among the Finance Parties);

(c) funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

14.3 Indemnity to the Agent

The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(a) investigating any event which it reasonably believes is a Default; or

(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

14.4 Environmental indemnity

The Borrower shall indemnify each Finance Party on demand and hold it harmless from and against all costs, claims, expenses, payments, charges, losses, demands, liabilities, actions, Proceedings (civil or criminal), penalties, fines, damages, judgements, orders or sanctions which may be incurred or made or asserted whensoever against such Finance Party at any time, whether before or after the repayment in full of principal and interest under this Agreement, arising howsoever out of an Environmental Claim made or asserted against such Finance Party (and in respect of which the Borrower has been consulted by that Finance Party) which would not have been, or been capable of being, made or asserted against such Finance Party had it not entered into any of the Finance Documents or been involved in any of the resulting or associated transactions.

14.5 Exclusions

The indemnities contained in this Clause 14 shall not extend to any claim or liability of a Finance Party to the extent that such claim or liability:

(a) is one in respect of which that Finance Party is expressly and specifically indemnified and has received and is entitled to retain such indemnity under any other provision of this Agreement or any other Finance Document; or

(b) is a cost or expense (including but not limited to normal administrative costs or overhead expenses) which the Finance Parties have agreed to bear under this Agreement or any other Finance Document; or

(c) is directly and exclusively caused by any failure on the part of that Finance Party to comply with any of its obligations under the Finance Documents.

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15. MITIGATION BY THE LENDERS

15.1 Mitigation

15.1.1 Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross-up and indemnities), Clause 13 (Increased costs) or Schedule 4 (Mandatory Cost formula) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office or to another financial institution reasonably acceptable to the Borrower and the Agent.

15.1.2 Clause 15.1.1 above does not in any way limit the obligations of the Borrower under the Finance Documents.

15.2 Limitation of liability

15.2.1 The Borrower shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15 (Mitigation by Lenders).

15.2.2 A Finance Party is not obliged to take any steps under Clause 15 (Mitigation by Lenders) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

16. COSTS AND EXPENSES

16.1 Transaction expenses

The Borrower shall promptly on demand pay the Agent the amount of all costs and expenses (including legal fees in amounts agreed by the Borrower) reasonably incurred by any of them (and in respect of which prior notice has been given to the Borrower) in connection with the negotiation, preparation, printing, execution and syndication of:

(a) this Agreement and any other documents referred to in this Agreement; and

(b) any other Finance Documents executed after the date of this Agreement.

16.2 Amendment costs

If the Borrower requests an amendment, waiver or consent, the Borrower shall, within five Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

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16.3 Enforcement costs

The Borrower shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

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SECTION 7

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

17. REPRESENTATIONS

The Borrower makes the representations and warranties set out in this Clause 17 to each Finance Party on the date of this Agreement.

17.1 Status

17.1.1 It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

17.1.2 It has the power to own its assets and carry on its business as it is being conducted.

17.2 Share capital and ownership

The Borrower has an authorised share capital of USD50,000 divided into 50,000 shares with a nominal value of USD1.00 each, all of which shares have been issued and the legal title and beneficial ownership of those shares is held, free of any Security or other claim, by HLNG as to 50 per cent. and by MOL as to 50 per cent.

17.3 Required Authorisations

All Required Authorisations have been obtained and are in full force and effect.

17.4 Binding obligations

The obligations expressed to be assumed by it in each Transaction Document are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation), legal, valid, binding and enforceable obligations and each Security Document to which it is a party creates the security interests which that Security Document purports to create and those security interests are valid and effective.

17.5 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents, and the granting of the Transaction Security, do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) its constitutional documents; or

(c) in any material respect, any agreement or instrument binding upon it or any of its assets.

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17.6 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Transaction Documents to which it is a party and the transactions contemplated by those Transaction Documents, and no limit on its powers will be exceeded as a result of the borrowing, grant of security, or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.

17.7 Validity and admissibility in evidence

All Authorisations required or desirable:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and

(b) to make the Transaction Documents to which it is a party admissible in evidence in the Relevant Jurisdiction,

have been obtained or effected and are in full force and effect, except any Authorisations referred to in Clause 17.10 (No filing or stamp taxes).

17.8 Governing law and enforcement

17.8.1 The choice of English law as the governing law of the Finance Documents (other than the Mortgage) will be recognised and enforced in the Relevant Jurisdictions.

17.8.2 Any judgment obtained in England in relation to a Finance Document will be recognised and enforced in the Relevant Jurisdiction.

17.9 Deduction of Tax

It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document.

17.10 No filing or stamp taxes

Under the law of the Relevant Jurisdiction it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents except for the registration of the Mortgage which will be completed at the Delivery Date.

17.11 No default

17.11.1 No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation or the entry into, or performance of, or any transaction contemplated by, the Transaction Documents.

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17.11.2 No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which might have a Material Adverse Effect.

17.12 No misleading information

17.12.1 Any written factual information provided by the Borrower in connection with the Facility was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

17.12.2 Any financial projections provided by the Borrower in connection with the Facility have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

17.12.3 Nothing has occurred or been omitted from the information so provided and no information has been given or withheld that results in the information so provided being untrue or misleading in any material respect.

17.13 No proceedings pending or threatened

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief, having made due and careful enquiry) been started or threatened against the Borrower.

17.14 No breach of laws

It has not breached any law or regulation which will breach or is reasonably likely to have a Material Adverse Effect.

17.15 Security and Financial Indebtedness

17.15.1 No Security exists over the Charged Property other than Permitted Security.

17.15.2 The Borrower has no Financial Indebtedness outstanding other than as permitted by this Agreement.

17.16 Ranking

The Transaction Security has or will have first ranking priority and it is not subject to any prior ranking or pari passu ranking Security.

17.17 Good title to assets

It has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

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17.18 Legal and beneficial ownership

It is the sole legal and beneficial owner of the respective assets over which it purports to grant Security.

17.19 Shares

The shares of the Borrower which are subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights.

17.20 Environmental Matters

Except as may already have been disclosed by the Borrower in writing to, and acknowledged in writing by, the Agent:

(a) the Borrower and the Operator and, to the best of the Borrower’s knowledge and belief (having made due enquiry), their respective Environmental Affiliates have complied with the provisions of all Environmental Laws in relation to the Ship;

(b) the Borrower and the Operator and, to the best of the Borrower’s knowledge and belief (having made due enquiry), their respective Environmental Affiliates have obtained all Environmental Approvals in relation to the Ship and are in compliance with all such Environmental Approvals;

(c) no Environmental Claim has been made or threatened or pending against the Borrower, the Operator or, to the best of the Borrower’s knowledge and belief (having made due enquiry), any of their respective Environmental Affiliates; and

(d) there has been no Environmental Incident.

17.21 Taxation

17.21.1 It has duly and punctually paid and discharged all Taxes imposed upon it or its assets within the time period allowed without incurring penalties (save to the extent that (i) payment is being contested in good faith, (ii) it has maintained adequate reserves for those Taxes and (iii) payment can be lawfully withheld).

17.21.2 It is not materially overdue in the filing of any Tax returns.

17.22 Compliance with Money Laundering Regulation

On the date hereof and on each day throughout the Security Period, in relation to the borrowing by the Borrower of the Loans, the performance and discharge of its obligations and liabilities under this Agreement or any of the other Finance Documents and the transactions and other arrangements effected or contemplated by this Agreement or any of the other Finance Documents to which the Borrower is a party, it is acting for its own account and that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure which has been implemented to combat “money laundering” (as defined in Article 1 of the Directive (91/308/EEC), as amended, of the Council of the European Communities).

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17.23 No Winding-up

The Borrower has not taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledge and belief) threatened against the Borrower its winding-up, dissolution, administration or otherwise for the appointment of a receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of it or of any or all of its assets or revenues.

17.24 No material adverse change

No event or circumstance has occurred which (to the best of its knowledge and belief) might have a Material Adverse Effect.

17.25 Underlying Documents

17.25.1 The Certified Copies or originals of the Underlying Documents delivered or to be delivered to the Agent pursuant to Clause 18.1 (Information: miscellaneous):

(a) are, or will when delivered be, true and complete copies or, as the case may be, originals of such documents;

(b) constitute valid and binding obligations of the parties thereto; and

(c) comprise the entire agreement between the parties to such documents and there have been no amendments or variations thereof.

17.25.2 All conditions precedent to the effectiveness of the Underlying Documents and of the obligations of the parties thereunder, have been fulfilled.

17.25.3 The Borrower is in compliance with all its obligations under the Underlying Documents to which it is a party and, to the best of the Borrower’s knowledge and belief, no other party to an Underlying Document is in material default of its obligations thereunder.

17.26 Repetition

17.26.1 The Repeating Representations are deemed to be made by the Borrower by reference to the facts and circumstances then existing on the date of each Utilisation Request and the first day of each Interest Period.

17.26.2 The Borrower shall, on the Delivery Date, be deemed to represent that save for Permitted Liens the Ship is in the sole, unencumbered legal and beneficial ownership of the Borrower, operationally seaworthy and in every way fit for service and is classed with the Classification, free of all requirements and overdue recommendations of the Classification Society.

18. INFORMATION UNDERTAKINGS

The undertakings in this Clause 18 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

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18.1 Financial statements

The Borrower shall supply to the Agent in sufficient copies for all the Lenders:

18.1.1 as soon as the same become available, but in any event within 120 days after the end of each of its financial years, its audited consolidated financial statements for that financial year; and

18.1.2 as soon as the same become available, but in any event within 90 days after the end of each semi-annual period of each of its financial years, its unaudited consolidated financial statements for that semi-annual period.

18.2 Requirements as to financial statements

18.2.1 Each set of financial statements delivered by the Borrower pursuant to Clause 18.1 (Financial statements) shall be certified by a director of the Borrower as fairly representing its financial condition as at the date as at which those financial statements were drawn up.

18.2.2 The Borrower shall procure that each set of financial statements delivered pursuant to Clause 18.1 (Financial statements) is prepared using IFRS.

18.2.3 The Borrower shall procure that each set of financial statements delivered pursuant to Clause 18.1.1 has been audited by Ernst & Young or any other internationally recognised firm of independent auditors.

18.2.4 The Borrower shall procure that each set of financial statements delivered pursuant to Clause 18.1 (Financial Statements) are in English or accompanied by a certified translation into English.

18.3 Information: miscellaneous

The Borrower shall supply to the Agent:

(a) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against the Borrower, and which might, if adversely determined, have a Material Adverse Effect;

(b) promptly, all such information as any Finance Party (through the Agent) may from time to time reasonably require regarding the Ship, her employment, position and engagements, particulars of all towages and salvages, and copies of all charters and other contracts for her employment, or otherwise howsoever concerning her;

(c) promptly upon becoming aware of them, the details of:

(i) any damage to the Ship (and any insurance claim made in respect thereof) requiring repairs the cost of which will or is reasonably likely to exceed the Casualty Amount;

(ii) any occurrence in consequence of which the Ship has or may become a Total Loss;

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(iii) any requisition of the Ship for hire;

(iv) any requirement or recommendation made by any insurer or the Classification Society or by any competent authority which is not, or cannot be, complied with in accordance with its terms;

(v) any arrest or detention of the Ship or any exercise or purported exercise of a lien or other claim on the Ship or the Earnings or Insurances for the Ship or any part thereof;

(vi) any petition or notice of meeting to consider any resolution to wind up the Borrower (or any event analogous thereto under the laws of the place of its incorporation);

(vii) any threatened or actual withdrawal of any ISM Code Documentation;

(viii) the making of any Environmental Claim against the Borrower or the Operator or any of its Environmental Affiliates or of the occurrence of any Environmental Incident which may give rise to any such Environmental Claim; or

(ix) the issue of any ISM Code Documentation (and promptly on request, to deliver a copy (certified as a true copy by the Borrower) of all ISM Code Documentation to the Agent) or of the receipt by any Operator of notification that any application for the same has been refused;

(d) promptly, such further information regarding the financial condition, business and operations of the Borrower as any Finance Party (through the Agent) may reasonably request;

18.4 Notification of default

18.4.1 The Borrower shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless the Borrower is aware that a notification has already been provided by the Borrower).

18.4.2 Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

18.5 “Know your customer” checks

If:

(a) the introduction of or change in (or the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(b) any change in the status of the Borrower or the composition of the shareholders of the Borrower after the date of this Agreement; or

(c) a proposed assignment by a Lender of any of its rights under this Agreement

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obliges the Lender (or, in the case of paragraph (c) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of the Lender) or any Lender (for itself or, in the case of the event described in paragraph (c) above, on behalf of any prospective new Lender) in order for the Agent or any Lender or, in the case described in paragraph (c) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

19. ACCOUNTS

19.1 General

19.1.1 The Borrower undertakes with each Finance Party that it will:

(a) on or before issue of the Utilisation Request for the first Utilisation, open each of the Accounts; and

(b) procure that all moneys payable to it in respect of:

(i) the Accelerated Equity;

(ii) the Additional Equity;

(iii) the Charter Hire;

(iv) the Charter Termination Fee;

(v) each Drydocking Cost Payment;

(vi) each Drydocking Cost Reimbursement (unless paid directly by the Charterer to the relevant shipyard);

(vii) each Equity Payment;

(viii) the Performance Liquidated Damages; and

(ix) each Swap Payment;

(x) any other Earnings,

shall, unless and until the Agent (acting on the instructions of the Majority Lenders) directs to the contrary, be paid to the Operating Account.

19.1.2 Each Borrower agrees that if any of the moneys paid to the Operating Account are payable in a currency other than USD, the Account Bank shall (and the Borrower hereby irrevocably instructs the Account Bank to) convert such moneys into USD at the Account Bank’s spot rate of exchange at the relevant time for the purchase of USD with such currency and the term “spot rate of exchange” shall include any costs of exchange payable in connection with the purchase of USD with such currency.

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19.2 Operating Account

Unless the Agent (acting on the instructions of the Majority Lenders) otherwise agrees in writing, the Borrower shall not be entitled to withdraw any moneys from the Operating Account at any time during the Security Period except that, unless and until a Default shall occur and the Agent (acting on the instructions of the Majority Lenders) shall direct to the contrary, moneys credited to the Operating Account may be applied by the Borrower as follows:

19.2.1 on a Charter Hire Payment Date, the Charter Hire received may be applied for the following purposes in the following order:

(a) first, to pay, pro rata, (i) to the Manager the operating costs of the Ship (but not exceeding an amount equal to 110 per cent. of the amount which is the lesser of (aa) the operating cost component of the Charter Hire and (bb) the operating costs payable monthly under the Management Agreement); (ii) premiums due in respect of Insurances and any Taxes then due for payment by the Borrower; and (iii) fees due to the Manager under the Management Agreement;

(b) secondly, to transfer to the Debt Service Retention Account on each Debt Service Retention Date all or part of the Debt Service Retention Amount for such Debt Service Retention Date;

(c) thirdly, to make payments to the Debt Service Reserve Account up to amount of the Debt Service Reserve; and

(d) fourthly, to make payments either:

(i) to the Dividend Distribution Account, provided the following conditions have been satisfied (the “Dividend Release Conditions”):

(aa) the first repayment has been made pursuant to Clause 6.1 (Repayment of Loans); and

(bb) no Event of Default has occurred which is continuing; and

(cc) the Debt Service Retention Account is funded to the extent required by the definition of Debt Service Retention Amount and the Debt Service Reserve Account is fully funded; and

(dd) the Agent has received from the Borrower a Debt Service Cover Compliance Certificate confirming that the Historical Debt Service Cover Ratio is no less than 1.2 : 1.0 and the Projected Debt Service Cover Ratio is no less than 1.2 : 1.0; and

(ee) the Charterer has not given notice to terminate the Charter;

or, if the Dividend Release Conditions have not been satisfied,

(ii) to the Dividend Lock-Up Account;

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19.2.2 on a Utilisation Date, the Equity Payment received may be applied against the Current Project Cost;

19.2.3 the Additional Equity received from the Vessel Sponsors pursuant to the Vessel Sponsors’ Undertaking may be applied:

(a) in payment of accrued interest due under Clause 8.2 (Payment of Interest);

(b) in payment of Swap Payments due to a Swap Bank under a Swap Contract;

(c) in payment of the Additional Equity Prepayment pursuant to Clause 7.6.3;

(d) in payment of the Additional Equity Debt Service Provision pursuant to Clause 7.7.1(a); and

(e) in prepayment of the Loans pursuant to Clause 7.7.4 or Clause 7.7.5.

19.2.4 the Accelerated Equity received may be paid to the Debt Service Reserve Account pursuant to Clause 24.16(b);

19.2.5 a Drydocking Cost Payment or a Drydocking Cost Reimbursement may be applied in payment of a Drydocking Cost;

19.2.6 a Drydocking Cost Reimbursement may be paid to the Vessel Sponsors in reimbursement of a Drydocking Cost Payment (notwithstanding any restriction in this Agreement or in the Vessel Sponsors’ Undertaking which might otherwise operate to restrict such payment to the Vessel Sponsors);

19.2.7 the Charter Termination Fee received may be applied in prepayment of the Loans pursuant to Clause 7.5.2;

19.2.8 the Performance Liquidated Damages may be applied in prepayment of the Loans pursuant to Clause 7.5.3; and

19.2.9 The Debt Service Reserve may be applied against the Borrower’s payment obligations under this Agreement pursuant to Clause 7.6.1 (a) (ii).

19.3 Debt Service Retention Account

19.3.1 The Borrower undertakes with each Finance Party that, throughout the Security Period, it will, on each Debt Service Retention Date pay to the Account Bank for credit to the Debt Service Retention Account, the Debt Service Retention Amount for such date provided however that, to the extent that there are moneys standing to the credit of the Operating Account as at the relevant Debt Service Retention Date, such moneys shall, up to an amount equal to the Debt Service Retention Amount, in accordance with Clause 19.2.1 (b) be transferred to the Debt Service Retention Account on that Debt Service Retention Date (and the Borrower hereby irrevocably authorises the Account Bank to effect each such transfer) and to that extent the Borrower’s obligations to make the payments referred to in this Clause 19.3.1 shall have been fulfilled upon such transfer being effected.

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19.3.2 Unless and until there shall occur an Event of Default (whereupon the provisions of Clause 19.7 (Application of Accounts) shall apply), all Debt Service Retention Amounts credited to the Debt Service Retention Account together with interest from time to time accruing or at any time accrued thereon must be applied by the Account Bank (and the Borrower hereby irrevocably authorises the Account Bank so to apply the same) upon each Repayment Date and/or on each day that interest is payable pursuant to Clause 8.2 (Payment Interest), and/or on each day that a Swap Payment is due to a Swap Bank pursuant to the relevant Swap Confirmation in or towards payment to the Agent or the relevant Swap Bank, as the case may be, of the Repayment Instalment then falling due for payment or, the amount of interest then due or the Swap Payment then due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s corresponding payment obligations under this Agreement or the relevant Swap Contract (as applicable) but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same.

19.3.3 Unless the Agent (acting on the instructions of the Majority Lenders) otherwise agrees in writing, the Borrower shall not be entitled to withdraw any moneys from the Debt Service Retention Account at any time during the Security Period other than pursuant to Clause 19.3.2.

19.4 Debt Service Reserve Account

Unless the Agent (acting on the instructions of the Majority Lenders) otherwise agrees in writing, the Borrower shall not be entitled to withdraw any moneys from the Debt Service Reserve Account at any time during the Security Period other than pursuant to Clause 19.2.9.

19.5 Dividend Distribution Account

Unless and until a Default shall occur and is continuing and the Agent (acting on the instructions of the Majority Lenders) shall direct to the contrary, the Borrower may withdraw moneys from the Dividend Distribution Account for any purpose.

19.6 Dividend Lock-Up Account

19.6.1 Subject to Clause 19.6.2, unless the Agent (acting on the instructions of the Majority Lenders) otherwise agrees in writing, the Borrower shall not be entitled to withdraw any moneys from the Dividend Lock-Up Account.

19.6.2 Sums credited to the Dividend Lock-Up Account shall be transferred to the Dividend Distribution Account upon the written request of the Borrower from time to time and provided that the Dividend Release Conditions are then satisfied.

19.7 Application of accounts

At any time after the occurrence of an Event of Default, the Agent may (and on the instructions of the Majority Lenders shall), without notice to the Borrower, instruct the Account Bank to apply all moneys then standing to the credit of the Accounts or any of them (together with interest from time to time accruing or accrued thereon) in or towards satisfaction of any sums due to the Finance Parties or any of them under the Finance Documents.

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19.8 Charging of accounts

The Accounts and all amounts from time to time standing to the credit thereof shall be subject to the security constituted and the rights conferred by the Accounts Mortgages.

20. SHIP COVENANTS

The undertakings in this Clause 20 will become effective on the Delivery Date (unless stated otherwise) and shall remain in force from that date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

20.1 Ship’s name and registration

20.1.1 The Borrower agrees:

(a) not to change the name of the Ship without prior notification to the Agent; and

(b) to keep the Ship registered in its name under the laws of an Approved Flag and not to permit its registration under any flag or at any other port without the prior written consent of the Agent and the Lenders.

20.1.2 If the flag State becomes involved in war or civil war or there is a seizure of power in the Flag State by unconstitutional means the Agent may notify the Borrower that it requires the flag and registry of the Vessel to be changed to another Approved Flag whereupon, subject to the consent of the Charterer pursuant to the Charter, the Borrower shall promptly implement such change.

20.2 Repair and Classification

The Borrower agrees to keep the Ship in a good and efficient state of repair and ensure that all repairs and replacements of parts are made in such manner as not to reduce the value of the Ship and in particular to maintain the Classification as the class of the Ship and to submit the Ship to continuous surveys and such periodical or other surveys as may be required for classification purposes and to provide the Agent, upon request, with copies of all survey reports issued in respect of such surveys.

20.3 Modification; removal of parts; equipment owned by third parties

The Borrower agrees not without the prior written consent of the Agent to, or allow any other person to:

(a) make any modification to the Ship in consequence of which her structure, type or performance characteristics could or might be materially altered or her value materially reduced; or

(b) remove any material part of the Ship or any equipment the value of which is such that its removal from the Ship would materially reduce the value of the Ship without replacing the same with equivalent parts or equipment which are owned by the Borrower free from Security; or

(c) install on the Ship any equipment owned by a third party which cannot be removed without causing damage to the structure or fabric of the Ship.

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20.4 Inspection

The Borrower agrees to ensure that the Agent, by surveyors or other persons appointed by the Agent for such purpose, may board the Ship at all reasonable times for the purpose of inspecting her and to afford all proper facilities for such inspections and for this purpose to give the Agent reasonable advance notice of any intended drydocking of the Ship; prior to an Event of Default which is continuing, such inspections shall be carried out at the cost of the Lenders and so as not to interfere with or delay the operation of the Ship.

20.5 Arrest

The Borrower will promptly pay and discharge:

(a) all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Ship, its Earnings or its Insurances, except for Permitted Security;

(b) all tolls, taxes, dues, fines, penalties and other amounts charged in respect of the Ship, the Earnings or the Insurances (unless disputed in good faith and in respect of which security has been provided or financial reserves maintained); and

(c) all other costs and expenses whatsoever in respect of the Ship owned by it, its Earnings or its Insurances,

and, as soon as reasonably practicable upon receiving notice of the arrest of the Ship, or of its detention in exercise or purported exercise of any lien or claim, the Borrower shall procure its release by providing bail or procuring the provision of security or otherwise as the circumstances may require.

20.6 Accounts

The Borrower agrees to keep proper books of account in respect of the Ship and her Earnings and, as and when the Agent may so require, to make such books available for inspection on behalf of the Lenders.

20.7 Employment

The Borrower agrees not to employ the Ship or permit her employment:

(a) in any manner, trade or business which is forbidden by international law, or which is unlawful or illicit under the law of any relevant jurisdiction; and,

(b) in the event of hostilities in any part of the world (whether war be declared or not), not to employ the Ship or permit her employment in carrying any contraband goods, or enter or trade to or to continue to trade in any zone which has been declared a war zone by any Government Entity or by the Ship’s war risks insurers unless such special insurance cover as the Agent may require shall have been effected by the Borrower at the Borrower’s expense; the Borrower shall give the

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Agent as much notice as practicable of the Vessel trading to such a zone and shall inform and consult with the Agent in relation thereto and in relation to the special insurances.

20.8 Manager

The Borrower agrees that it shall not without the prior consent of the Agent:

(a) appoint a manager of the Ship other than the Manager; or

(b) materially amend the terms of the Management Agreement; or

(c) terminate the Management Agreement unless such agreement is replaced immediately by an agreement acceptable to the Agent (acting on the instructions of the Majority Lenders) (such agreement not to be unreasonably withheld or delayed).

20.9 Compliance with Regulations

The Borrower will and will procure that the Manager and/or any Operator of the Ship will:

(a) maintain at all times a valid and current ISSC respect of the Ship;

(b) immediately notify the Agent in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC in respect of the Ship;

(c) procure that its Ship will comply at all times with the ISPS Code;

(d) at all times comply with the requirements of the ISM Code including (but not limited to) the maintenance and renewal of valid certificates pursuant thereto and all other statutory and other requirements relative to its business and/or the Ship;

(e) promptly inform the Agent upon the issue of any ISM Code Documentation in respect of the Ship or its Operator or the receipt by the Borrower or any Operator of notification that its application for the same has been refused;

(f) immediately inform the Agent if there is any threatened or actual withdrawal of their or any Operator’s ISM Code Documentation for the Ship;

(g) to take all necessary and proper precautions to prevent any infringements of the Anti-Drug Abuse Act of 1986 of the United States of America or any similar legislation applicable to the Ship in any jurisdiction in or to which the Ship shall be employed or located or trade or which may otherwise be applicable to the Ship and/or the Borrower and, if the Agent shall so require, to enter into a “Carrier Initiative Agreement” with the United States Customs Service and to procure that the same agreement (or any similar agreement hereafter introduced by any Government Entity of the United States of America) is maintained in full force and effect and performed by the Borrower;

(h) and to comply with and ensure that the Ship at all times complies with the provisions of all relevant legislation and all regulations and requirements (statutory or otherwise) from time to time applicable to vessels registered at the Approved Flag or otherwise applicable to the Ship; and

(i) at all times comply with all applicable laws and procedures implemented to contract money laundering as defined in Article 1 of the Directive (91/308EEC) of the Council of the European Communities.

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20.10 Sale or other disposal

The Borrower will not without the prior written consent of the Agent (acting on the instructions of the Lenders) and subject to such conditions as the Agent may impose, sell, agree to sell, transfer, abandon or otherwise dispose of the Ship or any of its other assets or any share or interest therein.

20.11 Chartering

The Borrower will not let the Ship other than under the Charter or a Replacement Charter provided that the Borrower may let the Ship on a voyage or short-term time charter with the consent of the Agent (such consent not to be unreasonably withheld or delayed).

20.12 Sharing of Earnings

The Borrower will not without the prior consent of the Agent (and then only subject to such conditions as the Agent may impose) enter into any pool or enter any agreement or arrangement whereby the Earnings may be shared with any other person.

21. INSURANCE COVENANTS

The undertakings in this Clause 21 will become effective on the Delivery Date (unless stated otherwise) and shall remain in force from that date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

21.1 Obligatory insurances

The Borrower shall keep the Ship insured at its expense against:

(a) usual marine risks (including hull and machinery, hull interest, freight interest, disbursements and/or increased value, other Total Loss interests and war risks) in an amount equal to or more than 120 per cent. of the aggregate amount of the Loans at any time;

(b) protection and indemnity risks in respect of the full tonnage of the Ship; and

(c) loss of earnings, in such amount as may be approved by the Lenders (acting reasonably) with a deductible period of 30 days and a cover period of 180 days,

such insurances to be in dollars and effected on such contractual terms and through such insurers and war risks and protection and indemnity associations as the Majority Lenders may approve.

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21.2 Fleet cover

If the Ship is insured under a fleet policy (other than under the Norwegian Marine Insurance Plan), the Borrower shall procure that the relevant insurer provides an undertaking to the Agent that it shall not set off against any claim, any premium due in respect of other vessels in the fleet policy or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels in the fleet policy or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Ship if so requested by the Agent.

21.3 Payment of premiums

The Borrower shall punctually pay all premiums, calls or other sums payable in respect of the Insurances and produce all relevant receipts when so required by the Agent.

21.4 Policy documents and letters of undertaking

21.4.1 The Borrower shall ensure that the Agent is provided with a letter of undertaking from each broker on behalf of each insurer or protection and indemnity or war risks association giving undertakings to the Agent that:

(a) a Loss Payable Clause has been endorsed on each policy on terms required by the Agent;

(b) any material change to the terms of the Insurances shall be notified to the Agent; and

(c) they will notify the Agent at least 14 days (or 7 days in the case of war risk insurances) before the expiry or cancellation for any reason of the Insurances.

21.4.2 The Agent shall be furnished with copies of the relevant policy documents, including cover notes, letters of undertaking and certificates of entry relating to the Insurances, upon request.

21.5 Renewal

The Borrower shall, at least 7 days before expiry of any Insurances, notify the Agent of the names of the brokers (or other insurers) and any protection and indemnity or war risks association intended to be employed by the Borrower for the purposes of renewal of such Insurances and of the intended terms of renewal.

21.6 Guarantees

The Borrower will ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and delivered.

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21.7 Compliance

The Borrower will take all necessary action and comply with all requirements which may be applicable to the insurances (including the payment of any additional premiums or calls of the Ship) so as to ensure that the Insurances are not made subject to any exclusions or qualifications to which the Agent has not given its approval and are otherwise maintained on terms and conditions approved by the Agent.

21.8 Collection of claims

The Borrower will not settle, compromise or abandon any claim for Total Loss or for a figure in excess of the Casualty Amount, and the Borrower shall do all things necessary and provide all documents, evidence and information to enable the Agent to collect or recover any moneys which shall at any time become payable in respect of the Insurances for the Ship.

21.9 Communications

The Borrower shall provide the Agent, upon its reasonable request, at the time of each such communication, with copies of all written communications with brokers, underwriters, insurance companies and protection and indemnity and war risks associations which relate to compliance with requirements applicable to the Insurances for the Ship.

21.10 Mortgagee’s interest insurance

The Agent may (acting upon the instructions of the Majority Lenders) effect (for the cost of the Lenders) mortgagee’s interest insurance (including mortgagee’s interest additional perils insurance) in respect of the Ship in an amount of up to 120 per cent. of the aggregate amount of the Loans upon such terms and through such insurers as the Agent may deem appropriate.

21.11 Independent report

The Agent may obtain (for the cost of the Lenders), a detailed report signed by an independent firm of marine insurance brokers appointed by the Agent stating the opinion of such firm as to the adequacy of the Insurances then maintained on the Ship.

21.12 Application of recoveries

The Borrower agrees to apply all sums receivable under the Insurances which are paid to it in accordance with the Loss Payable Clauses in repairing all damage and/or in discharging the liability in respect of which such sums shall have been received.

22. SECURITY UNDERTAKINGS

22.1 Security Documents

The Borrower undertakes with the Lenders to execute, deliver and perform its obligations under the Security Documents, and to procure the execution and delivery by other parties to the Security Documents, so that at all times during the Security Period the Security Documents shall be enforced in accordance with their terms.

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22.2 Title

The Borrower will hold the legal title to and own the entire beneficial interest in the Charged Property, free from all Security and other interests and rights of every kind, except for those created by the Security Documents and the effect of assignments contained in the Security Documents and except for Permitted Security.

22.3 Negative Pledges

The Borrower shall not without prior written consent of the Lenders:

(a) create or permit to subsist any Security over any of its assets except for Permitted Security, or;

(b) give any pledge or undertaking to any other party (other than to the Charterer under the Charter) not to create or permit to subsist any Security over any of its assets.

22.4 Notice of Mortgage

The Borrower agrees to place and retain a properly certified copy of the Mortgage and Deed of Covenant (which shall form part of the Ship’s documents) on board the Ship with her papers and to place and keep prominently displayed in the navigation room and in the Master’s cabin of the Ship a framed printed notice in plain type reading as follows:

NOTICE OF MORTGAGE

This Ship is subject to a first priority mortgage and collateral deed of covenant in favour of DnB NOR Bank ASA of Stranden 21, 0021 Oslo, Norway. Under the said mortgage and collateral deed, neither the owner nor any charterer nor the Master of this Ship has any right, power or authority to create, incur or permit to be imposed upon this Ship any commitments or encumbrances whatsoever other than for crew’s wages and salvage and it is hereby agreed that save and subject as otherwise herein provided, neither the Borrower nor any charterer nor the Master of the Ship nor any other person has any right, power or authority to create, incur or permit to be imposed upon the Ship any lien whatsoever other than for crew’s wages and salvage.

22.5 Further assurance

22.5.1 The Borrower shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Agent may reasonably specify (and in such form as the Agent may reasonably require) in favour of the Agent or its nominee(s):

(a) to perfect the Transaction Security (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the Charged Property) or for the exercise of any rights, powers and remedies of the Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law; and/or

(b) to facilitate the realisation of the Charged Property, including, in particular, by executing a bill of sale of the Ship in such form as the Agent may require in the event that the Ship is to be sold in exercise of any power contained in the Security Documents.

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22.5.2 The Borrower shall take all such action as is available to it (including making all filings and registrations in its jurisdiction of incorporation) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Agent or the Finance Parties by or pursuant to the Security Documents.

23. GENERAL UNDERTAKINGS

23.1 Authorisations

23.1.1 The Borrower shall promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

(i) enable it to perform its obligations under the Finance Documents;

(ii) ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document; and

(iii) carry on its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

23.2 Compliance with Laws

The Borrower shall comply in all respects with all laws to which it may be subject, if failure so to comply has or is reasonably likely to materially impair its ability to perform its obligations under the Finance Documents.

23.3 Environmental Compliance

The Borrower shall:

(a) comply with all Environmental Law; and

(b) implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

23.4 Environmental Claims

The Borrower shall promptly upon becoming aware of the same, inform the Agent in writing of:

(a) the suspension, revocation or modification of any Environmental Approval;

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(b) any Environmental Claim against it which is current, pending or threatened; and

(c) any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against it,

where the claim, if determined against it, has or is reasonably likely to have a Material Adverse Effect.

23.5 Taxation

The Borrower shall pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(a) such payment is being contested in good faith;

(b) adequate reserves are being maintained for those Taxes and the costs required to contest them; and

(c) such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

23.6 Merger

The Borrower shall not without prior written consent of the Agent (acting on the instructions of the Lenders) enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction.

23.7 Change of Business

The Borrower shall procure that no substantial change is made to the general nature of the business of the Borrower taken as a whole from that carried on by the Borrower at the date of this Agreement without the prior written consent of the Agent (acting on the instructions of the Lenders).

23.8 Acquisitions

The Borrower shall not without the prior written consent of the Agent (acting on the instructions of the Lenders) acquire any further assets other than the Ship and rights arising under contracts entered into by or on behalf of the Borrower in the ordinary course of its businesses of owning, operating and chartering the Ship.

23.9 Other obligations

The Borrower shall not without the prior written consent of the Agent (acting on the instructions of the Lenders) incur any obligations except for obligations arising under the Transaction Documents or contracts entered into in the ordinary course of its business of owning, operating and chartering the Ship.

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23.10 Subsidiaries

The Borrower shall not without the prior written consent of the Agent (acting on the instructions of the Lenders) form or acquire any Subsidiaries;

23.11 Swap Contracts

23.11.1 The Borrower shall not assign, novate, or in any other way transfer any of their rights or obligations under or pursuant to any Swap Contract, nor make any amendment or supplement to any Swap Contract or any transaction entered into under it, except as envisaged by Clause 7.12 (Effect on Swap Contract) or pursuant to any transaction permitted under this Agreement.

23.11.2 The Borrower shall not enter into any interest rate exchange or hedging agreement with anyone other than a Swap Bank.

23.12 Transaction Documents

The Borrower shall not without the prior written consent of the Agent (acting on the instructions of the Majority Lenders) amend, vary, novate, supplement, supersede, waive or terminate any material term of a Transaction Document.

23.13 Loans or credit

23.13.1 Except as permitted under Clause 23.13.2, the Borrower shall not without the prior written consent of the Agent (acting on the instructions of the Lenders) be a creditor in respect of any Financial Indebtedness.

23.13.2 Clause 23.13.1 above does not apply to:

(a) any creditor relationship entered into with the consent of the Agent (acting on the instructions of the Majority Lenders), and

(b) normal trade credit in the ordinary course of business.

23.14 No Guarantees or indemnities

23.14.1 Except as permitted under Clause 23.14.2 below, the Borrower shall not incur or allow to remain outstanding any guarantee in receipt of any obligation of any person.

23.14.2 Clause 23.14.1 does not apply to a guarantee which is:

(a) entered into with the prior written consent of the Agent (acting on the instructions of the Lenders);

(b) from time to time required in the ordinary course by any protection and indemnity or war risks association with which the Ship is entered, guarantees required to procure the release of the Ship from any arrest, detention, attachment or levy or guarantees required for the salvage of the Ship; or

(c) in the Security Documents.

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23.15 Dividends and share redemption

23.15.1 Except as permitted under Clause 23.15.2, the Borrower shall not without the prior written consent of the Agent (acting on the instructions of the Majority Lenders):

(a) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

(b) repay or distribute any dividend or share premium reserve;

(c) pay any management, advisory or other fee to or to the order of any of the shareholders of the Borrower;

(d) issue any further share capital; or

(e) redeem, repurchase, defease, retire, cancel or repay any of its share capital or resolve to do so.

23.15.2 Clause 23.15.1 above does not apply to payments made using moneys withdrawn from the Dividend Distribution Account.

23.16 Payment of Financial Indebtedness

23.16.1 Except as permitted under Clause 23.16.2, the Borrower shall not:

(a) repay or prepay any principal amount (or capitalised interest) outstanding in respect of Financial Indebtedness;

(b) pay any interest or any other amounts payable in connection with any Financial Indebtedness; or

(c) purchase, redeem, defease or discharge any amount outstanding with respect to any Financial Indebtedness.

23.16.2 Clause 23.16.1 does not apply to:

(a) the payment, prepayment or repayment of any amounts due under the Finance Documents;

(b) the repayment of Shareholder Loan Principal pursuant to a Utilisation;

(c) the payment of Shareholder Loan Interest pursuant to a Utilisation;

(d) the application of moneys withdrawn from the Dividend Distribution Account for such purposes; or

(e) a payment, prepayment, repayment, purchase, redemption, defeasance or discharge which is made with the prior written consent of the Agent (acting on the instructions of the Majority Lenders).

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23.17 Financial Indebtedness

23.17.1 Except as permitted under Clause 23.17.2 below, the Borrower shall not incur or allow to remain outstanding any Financial Indebtedness.

23.17.2 Clause 23.17.1 above does not apply to Financial Indebtedness which is:

(a) entered into with the consent of the Agent (acting on the instructions of the Majority Lenders);

(b) incurred under the Finance Documents; or

(c) incurred under the Shareholder Loan Agreements.

23.18 Transactions with Affiliates

The Borrower shall not without the prior written consent of the Agent (acting on the instructions of the Lenders) enter into any material transaction with an affiliated company unless such transaction is on arm’s length terms other than by way of any of the Transaction Documents.

23.19 Ownership of Borrower

The legal and beneficial ownership of the Borrower shall remain unchanged from that represented in Clause 17.2 (Share capital and ownership), unless:-

(a) any change is a result of a transfer between HLNG and MOL, provided that following such transfer each of the Vessel Sponsors retains at least 25 per cent. of the legal and beneficial ownership of the Borrower; or

(b) any change is a result of a transfer between a Vessel Sponsor and an Affiliate of that Vessel Sponsor; or

(c) the Agent (acting on the instructions of the Majority Lenders) has consented in writing to any change,

and, immediately following such change, a pledge is given by each of the shareholders of the Borrower in a similar form to the Negative Pledge.

23.20 Opening of accounts

Other than the Accounts, the Borrower shall not open or continue to maintain any accounts with any financial institution, unless the Agent (acting on the instructions of the Majority Lenders) has consented in writing to such accounts.

23.21 Pari Passu ranking

The Borrower shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are preferred by laws of general application to companies and except for Permitted Liens.

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24. EVENTS OF DEFAULT

Each of the events or circumstances set out in Clause 24 is an Event of Default (save for Clause 24.14 (Acceleration).

24.1 Non-payment

The Borrower does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by an administrative or technical error or by a Disruption Event; or

(b) its failure to pay is caused by the late payment of Charter Hire by the Charterer (provided that such failure by the Borrower to pay on the due date has not occurred more than twice in the preceding twelve-month period);

and payment is made within 3 Business Days of its due date.

24.2 Other obligations

24.2.1 The Borrower does not comply with any provision of the Finance Documents (other than those referred to in Clause 24.1 (Non-payment).

24.2.2 No Event of Default under Clause 24.2.1 above will occur if the failure to comply is capable of remedy and is remedied within 20 Business Days of the Agent giving notice to the Borrower or the Borrower becoming aware of the failure to comply.

24.3 Misrepresentation

24.3.1 Any representation or statement made or deemed to be made by the Borrower in the Finance Documents or any other document delivered by or on behalf of the Borrower under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

24.3.2 No Event of Default under Clause 24.3.1 above shall occur if the incorrectness or misleading nature of the statement is inadvertent and the circumstances giving rise to its incorrectness or misleading nature are capable of remedy and are remedied within 20 Business Days of the Agent giving notice to the Borrower or the Borrower becoming aware of the incorrectness or misleading nature of the statement.

24.4 Cross default

24.4.1 Any Financial Indebtedness of the Borrower is not paid when due nor within any originally applicable grace period.

24.4.2 Any Financial Indebtedness of the Borrower is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

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24.4.3 Any commitment for any Financial Indebtedness of the Borrower is cancelled or suspended by a creditor of the Borrower as a result of an event of default (however described).

24.4.4 Any creditor of the Borrower becomes entitled to declare any Financial Indebtedness of the Borrower due and payable prior to its specified maturity as a result of an event of default (however described).

24.5 Swap Contracts

A Swap Contract or a Swap Transaction is prematurely terminated, cancelled, suspended, rescinded or revoked or otherwise ceases to remain in full force and effect for any reason except as required under Clause 7.12 (Effect on Swap Contracts).

24.6 Insolvency

24.6.1 The Borrower is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its Finance Parties with a view to rescheduling any of its indebtedness.

24.6.2 The value of the assets of the Borrower is less than its liabilities (taking into account contingent and prospective liabilities).

24.6.3 A moratorium is declared in respect of any indebtedness of the Borrower.

24.7 Insolvency proceedings

24.7.1 Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Borrower;

(b) a composition, compromise, assignment or arrangement with any creditor of the Borrower;

(c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Borrower or any of its assets; or

(d) enforcement of any Security over any assets of the Borrower, or any analogous procedure or step is taken in any jurisdiction.

24.7.2 No Event of Default under Clause 24.7.1(c) shall occur if the appointment referred to therein is initiated by a party other than a Security Party, is being contested in good faith and is permanently stayed or lifted within 20 Business Days.

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24.8 Creditors’ process

24.8.1 Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of the Borrower except for any of the foregoing falling within the scope of what is permitted under Clause 20.5 (Arrest).

24.8.2 No Event of Default under Clause 24.8.1 above shall occur if the expropriation or other steps taken are reversed within 20 Business Days.

24.9 Cessation of business

The Borrower suspends or threatens (in writing) to suspend or cease to carry on its business.

24.10 Unlawfulness and invalidity

It is or becomes unlawful for the Borrower or any other Security Party to perform any of its obligations under the Finance Documents, or any Transaction Security ceases to be effective.

24.11 Repudiation

The Borrower or any other Security Party repudiates a Finance Document or evidences an intention (in writing) to repudiate a Finance Document.

24.12 Environmental Incidents

An Environmental Incident occurs which gives rise, or may give rise, to an Environmental Claim which could, in the reasonable opinion of the Majority Lenders be expected to have a Material Adverse Effect.

24.13 Underlying Documents

Any Underlying Document (other than the Shipbuilding Contract, the Refund Guarantee, the Regas Performance Guarantee or the Charter) is cancelled, prematurely terminated, frustrated, or rescinded for any reason whatsoever or any party is in breach of its obligations under such Underlying Document and this could in the reasonable opinion of the Majority Lenders be expected to have a Material Adverse Effect.

24.14 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(a) cancel the Total Commitments whereupon they shall immediately be cancelled;

(b) if the Event of Default occurs prior to the Delivery Date, require payment by the Borrower of the Accelerated Equity to the Operating Account;

(c) declare that the obligations of the Swap Banks under the Swap Contracts shall be terminated, whereupon such obligations shall terminate in accordance with such declaration;

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(d) declare that all or part of the Loans, together with accrued interest, the Swap Exposure, all Swap Liabilities and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;

(e) declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or

(f) exercise or direct the Security Trustee to exercise any or all of the rights, remedies, powers or discretions under the Finance Documents.

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SECTION 8

CHANGES TO PARTIES

25. CHANGES TO THE LENDERS

25.1 Assignments and transfers by the Lenders

Subject to this Clause 25, a Lender (the “Existing Lender”) may:

(a) assign any of its rights; or

(b) transfer by novation any of its rights and obligations,

under any Finance Document to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”), provided that (i) any such assignment or transfer prior to the Regas Acceptance Date and (ii) any assignment or transfer to a financial institution other than a bank or licensed insurance company after the Regas Acceptance Date, shall require the prior written consent of the Borrower, such consent not to be unreasonably withheld or delayed.

25.2 Conditions of assignment or transfer

25.2.1 An assignment will only be effective on:

(a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and

(b) performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

25.2.2 A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with.

25.2.3 If:

(a) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

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25.3 Assignment or transfer fee

25.3.1 Subject to Clause 25.3.2, the New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of USD2,500.

25.3.2 The fee set out in Clause 25.3.1 shall not be payable in the case of an assignment or transfer to a New Lender notified to the Agent prior to the date of this Agreement provided that such assignment or transfer takes effect within 10 Business Days of the date of this Agreement.

25.4 Limitation of responsibility of Existing Lenders

25.4.1 Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(a) the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any other documents;

(b) the financial condition of the Borrower;

(c) the performance and observance by the Borrower of its obligations under the Transaction Documents or any other documents; or

(d) the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document,

and any representations or warranties implied by law are excluded.

25.4.2 Each New Lender confirms to the Existing Lender, the other Finance Parties and the Secured Parties that it:

(a) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or the Transaction Security; and

(b) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

25.4.3 Nothing in any Finance Document obliges an Existing Lender to:

(a) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 25; or

(b) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Transaction Documents or otherwise.

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25.5 Procedure for transfer

25.5.1 Subject to the conditions set out in Clause 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with Clause 25.5.3 below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to Clause 25.5.2 below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

25.5.2 The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

25.5.3 On the Transfer Date:

(a) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);

(b) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender;

(c) the Agent, the Arranger, the Security Trustee, the New Lender, the other Lenders, and the Swap Banks shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger, the Security Trustee, the Swap Banks and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(d) the New Lender shall become a Party as a “Lender”.

25.6 Copy of Transfer Certificate to Borrower

25.6.1 The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that Transfer Certificate.

25.7 Disclosure of information

25.7.1 Any Lender may disclose to its professional advisers (including, if relevant, any ratings agency) and to any of its Affiliates and any other person:

(a) to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement;

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(b) with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or the Borrower; or

(c) to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation,

any information about the Borrower and the Finance Documents as that Lender shall consider appropriate if, in relation to paragraphs (a) and (b) above, the person to whom the information is to be given has entered into a Confidentiality Undertaking.

26. CHANGES TO THE BORROWER

The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

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SECTION 9

THE FINANCE PARTIES

27. ROLE OF THE AGENT AND THE ARRANGER

27.1 Appointment of the Agent

27.1.1 Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents.

27.1.2 Each other Finance Party authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

27.2 Duties of the Agent

27.2.1 The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

27.2.2 Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

27.2.3 If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.

27.2.4 If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the Arranger) under this Agreement it shall promptly notify the other Finance Parties.

27.2.5 The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

27.3 Role of the Arranger and the Bookrunners

Except as specifically provided in the Finance Documents, none of the Arranger or the Bookrunners has any obligations of any kind to any other Party under or in connection with any Finance Document.

27.4 No fiduciary duties

27.4.1 Nothing in this Agreement constitutes the Agent or the Arranger as a trustee or fiduciary of any other person.

27.4.2 Neither the Account Bank, the Agent, the Arranger, the Security Trustee nor any Swap Bank shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

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27.5 Business with the Borrower

27.5.1 The Agent, the Account Bank, the Arranger, the Security Trustee and any Swap Bank may accept deposits from, lend money to and generally engage in any kind of banking or other business with the Borrower.

27.6 Rights and discretions of the Agent

27.6.1 The Agent may rely on:

(a) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(b) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

27.6.2 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(a) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 (Non-payment));

(b) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and

(c) any notice or request made by the Borrower (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Borrower.

27.6.3 The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

27.6.4 The Agent may act in relation to the Finance Documents through its personnel and agents.

27.6.5 The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

27.6.6 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Account Bank, the Arranger, the Security Trustee or any Swap Bank is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

27.7 Majority Lenders’ instructions

27.7.1 Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

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27.7.2 Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security Trustee.

27.7.3 The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.

27.7.4 In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

27.7.5 The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This Clause 27.7.5 shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of the rights under the Security Documents or enforcement of the Transaction Security or the Security Documents.

27.8 Responsibility for documentation

Neither the Agent, the Account Bank, the Arranger nor any Swap Bank:

(a) is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Account Bank, the Agent, the Arranger, the Swap Bank, the Borrower or any other person given in or in connection with any Transaction Document; or

(b) is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Transaction Document.

27.9 Exclusion of liability

27.9.1 Without limiting Clause 27.9.2 (and without prejudice to the provisions of paragraph (e) of Clause 30.9 (Disruption to Payment Systems etc.)) none of the Agent, the Account Bank, the Arranger or any Swap Bank will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

27.9.2 No Party (other than the Account Bank, the Agent or any Swap Bank) may take any proceedings against any officer, employee or the agent of the Account Bank, the Agent or any Swap Bank in respect of any claim it might have against the Account Bank, the Agent or any Swap Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Account Bank, the Agent or any Swap Bank may rely on this Clause subject to Clause 1.4 (Third Party Rights) and the provisions of the Third Parties Act.

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27.9.3 The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

27.9.4 Nothing in this Agreement shall oblige the Agent or the Arranger to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arranger.

27.10 Lenders’ indemnity to the Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 30.9 (Disruption to Payment Systems etc.) notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by the Borrower pursuant to a Finance Document).

27.11 Resignation of the Agent

27.11.1 The Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.

27.11.2 Alternatively the Agent may resign by giving notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent.

27.11.3 If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent may, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed beyond 30 days) appoint a successor Agent.

27.11.4 The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

27.11.5 The Agent’s resignation notice shall only take effect upon the appointment of a successor.

27.11.6 Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 27. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

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27.11.7 After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with Clause 27.11.2. In this event, the Agent shall resign in accordance with Clause 27.11.2.

27.12 Confidentiality

27.12.1 In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

27.12.2 If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

27.12.3 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.

27.13 Relationship with the Lenders

27.13.1 The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

27.13.2 Each Lender shall supply the Agent with any information required by the Agent in order to calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost formula).

27.13.3 Each Lender shall supply the Agent with any information that the Agent may reasonably specify (through the Agent) as being necessary or desirable to enable the Agent to perform its functions as Security Trustee. Each Lender shall deal with the Security Trustee exclusively through the Agent and shall not deal directly with the Security Trustee.

27.14 Credit appraisal by the Lenders

Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Account Bank, Agent, the Arranger and any Swap Banks that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a) the financial condition, status and nature of the Borrower;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security, the transactions contemplated by the

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Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d) the adequacy, accuracy and/or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(e) the right or title of any person in or to or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property.

27.15 Reference Banks

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Borrower) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

27.16 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

28. CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

29. SHARING AMONG THE FINANCE PARTIES

29.1 Payments to Finance Parties

If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from the Borrower other than in accordance with Clause 30 (Payment mechanics) and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Agent;

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(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 30 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 30.5 (Partial payments).

29.2 Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 30 (Partial payments).

29.3 Recovering Finance Party’s rights

29.3.1 On a distribution by the Agent under Clause 29.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.

29.3.2 If and to the extent that the Recovering Finance Party is not able to rely on its rights under Clause 29.3.1, the Borrower shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

29.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 29.2 (Redistribution of payments) shall, upon request of the Agent, pay to the Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

(b) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the Borrower will be liable to the reimbursing Finance Party for the amount so reimbursed.

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29.5 Exceptions

29.5.1 This Clause 29 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower.

29.5.2 A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(a) it notified that other Finance Party of the legal or arbitration proceedings; and

(b) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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SECTION 10

ADMINISTRATION

30. PAYMENT MECHANICS

30.1 Payments to the Agent

30.1.1 On each date on which the Borrower or a Lender is required to make a payment under a Finance Document, the Borrower or the Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

30.1.2 Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Agent specifies.

30.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 30.3 (Distributions to the Borrower) and Clause 30.4 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank in the principal financial centre of the country of that currency.

30.3 Distributions to the Borrower

The Agent may (with the consent of the Borrower or in accordance with Clause 31 (Set-off)) apply any amount received by it for that Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

30.4 Clawback

30.4.1 Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

30.4.2 If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

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30.5 Partial payments

30.5.1 If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents in the order set out in Clause 30.5.3.

30.5.2 All moneys received by the Agent under or pursuant to any of the Security Documents and expressed to be applicable in accordance with the provision of this clause shall be applied in the order set out in Clause 30.5.3 and the surplus (if any) shall be paid to the Borrower or to whoever else may appear to the Agent to be entitled to receive the surplus.

30.5.3 The order of application referred to in Clauses 30.5.1 and 30.5.2 is as follows:

(a) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent and the Security Trustee under the Finance Documents;

(b) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement and any periodic Swap Payment due to a Swap Bank but unpaid under the relevant Swap Contract ;

(c) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement and of any termination Swap Payments due to a Swap Bank but unpaid under the relevant Swap Contract; and

(d) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents other than the Swap Contracts.

30.5.4 Clauses 30.5.1, 30.5.2 and 30.5.3 above will override any appropriation made by the Borrower.

30.6 No set-off by the Borrower

All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

30.7 Business Days

30.7.1 Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

30.7.2 During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

30.8 Currency of account

30.8.1 Subject to Clauses 30.8.2 and 30.8.3 below, dollars is the currency of account and payment for any sum due from the Borrower under any Finance Document.

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30.8.2 Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

30.8.3 Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.

30.9 Disruption to Payment Systems etc.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Borrower that a Disruption Event has occurred:

(a) the Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;

(b) the Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 36 (Amendments and Waivers);

(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.9; and

(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

31. SET-OFF

Following an Event of Default which is continuing, a Finance Party may set off any matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

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32. NOTICES

32.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

32.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of the Borrower, that identified with its name below;

(b) in the case of each Lender and each Swap Bank, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

(c) in the case of the Agent or the Account Bank or the Security Trustee, that identified with its name below,

or any substitute address or fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days’ notice.

32.3 Delivery

32.3.1 Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(a) if by way of fax, when received in legible form; or

(b) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

and if a particular department or officer is specified as part of its address details provided under Clause 32.2 (Addresses), if addressed to that department or officer.

32.3.2 Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent’s signature below (or any substitute department or officer as the Agent shall specify for this purpose).

32.3.3 All notices from or to the Borrower shall be sent through the Agent.

32.4 Notification of address and fax number

Promptly upon receipt of notification of an address or fax number or change of address or fax number pursuant to Clause 32.2 (Addresses) or changing its own address or fax number, the Agent shall notify the other Parties.

87

32.5 Electronic communication

32.5.1 Any communication to be made between the Agent and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Agent and the relevant Lender:

(a) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(b) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(c) notify each other of any change to their address or any other such information supplied by them.

32.5.2 Any electronic communication made between the Agent and a Lender will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.

32.6 Use of websites

32.6.1 The Borrower may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders ( the “Website Lenders”) who accept this method of communication by posting this information onto an electronic website designated by the Borrower and the Agent (the “Designated Website”) if:

(a) the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(b) both the Borrower and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(c) the information is in a format previously agreed between the Borrower and the Agent.

If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Agent shall notify the Borrower accordingly and the Borrower shall supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Borrower shall supply the Agent with at least one copy in paper form of any information required to be provided by it.

32.6.2 The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrower and the Agent.

32.6.3 The Borrower shall promptly upon becoming aware of its occurrence notify the Agent if:

(a) the Designated Website cannot be accessed due to technical failure;

(b) the password specifications for the Designated Website change;

88

(c) any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(d) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(e) the Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If the Borrower notifies the Agent under Clause 32.6.3(a) or Clause 32.6.3(e) above, all information to be provided by the Borrower under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

32.6.4 Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Borrower shall comply with any such request within ten Business Days.

32.7 English language

32.7.1 Any notice given under or in connection with any Finance Document must be in English.

32.7.2 All other documents provided under or in connection with any Finance Document must be:

(a) in English; or

(b) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

33. CALCULATIONS AND CERTIFICATES

33.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

33.2 Certificates and Determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, prima facie evidence of the matters to which it relates.

33.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the London Interbank Market differs, in accordance with that market practice.

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34. PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

35. REMEDIES, WAIVERS AND CONFLICTS

35.1.1 No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

35.1.2 In the event of any conflict between this Agreement and any of the other Security Documents, the provisions of this Agreement shall prevail.

36. AMENDMENTS AND WAIVERS

36.1 Required consents

36.1.1 Subject to Clause 36.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Borrower and any such amendment or waiver will be binding on all Parties.

36.1.2 The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause.

36.2 Exceptions

36.2.1 An amendment or waiver that has the effect of changing or which relates to:

(a) the definition of “Majority Lenders” in Clause 1.1 (Definitions);

(b) an extension to the date of payment of any amount under the Finance Documents;

(c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(d) an increase in or an extension of any Commitment or the Total Commitments;

(e) a change to the Borrower;

(f) any provision which expressly requires the consent of all the Lenders;

(g) Clause 2.2 (Finance Parties’ rights and obligations), Clause 25 (Changes to the Lenders) or this Clause 36;

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(h) the nature or scope of the Charged Property or the manner in which the proceeds of enforcement of the Transaction Security are distributed; or

(i) the release of any Security Document,

shall not be made without the prior consent of all the Lenders.

36.2.2 An amendment or waiver which relates to the rights or obligations of the Account Bank, any Swap Bank, the Agent, the Security Trustee or the Arranger may not be effected without the consent of the Account Bank, the Agent, any Swap Bank or the Arranger as the case may be.

37. COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of that Finance Document.

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SECTION 11

GOVERNING LAW AND ENFORCEMENT

38. GOVERNING LAW

This Agreement is governed by English law.

39. ENFORCEMENT

39.1 Jurisdiction

39.1.1 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a “Dispute”).

39.1.2 The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

39.1.3 This Clause 39.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

39.2 Service of process

39.2.1 Without prejudice to any other mode of service allowed under any relevant law, the Borrower:

(a) irrevocably appoints Leif Höegh (UK) Limited of 5 Young Street, London W8 5EH as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(b) agrees that failure by a process agent to notify the Borrower of the process will not invalidate the proceedings concerned.

39.2.2 If any person appointed as agent for service of process is unable for any reason to act as agent for service of process, the Borrower shall immediately appoint another agent on terms acceptable to the Agent, failing this, the Agent may appoint another agent for this purpose.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

THE ORIGINAL LENDERS

NAME OF ORIGINAL LENDER	COMMITMENT (USD)
Calyon		50,000,000
DnB NOR Bank ASA		50,000,000
Fortis Bank (Nederland) NV, Oslo Branch		50,000,000
Lloyds TSB Bank Plc		50,000,000
Mizuho Corporate Bank, Ltd.		50,000,000
Sumitomo Mitsui Banking Corporation, Brussels Branch		50,000,000

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SCHEDULE 2

CONDITIONS PRECEDENT

Part I

1. Borrower

(a) A Certified Copy of the constitutional documents of the Borrower.

(b) A Certified Copy of a resolution of the board of directors of the Borrower:

(i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute the Transaction Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Transaction Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Transaction Documents to which it is a party.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(d) A certificate of the Borrower (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on the Borrower to be exceeded.

2. Other documents and evidence

(a) Evidence that any process agent referred to in Clause 39.2 (Service of process), has accepted its appointment.

(b) A Certified Copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.

(c) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid by the first Utilisation Date.

(d) The original Refund Guarantee and Certified Copies of such of the other Underlying Documents as are then in existence.

(e) Evidence that the Accounts have been established and duly completed mandate forms in respect thereof have been delivered to the Account Bank.

(f) A Certified Copy of the Borrower’s statement of the Estimated Total Project Cost, including a breakdown of each constituent cost.

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3. Finance Documents

Duly executed originals of:

(a) this Agreement;

(b) the Charter Assignment;

(c) the Charter Consent and Agreement;

(d) the LHC Undertaking;

(e) the Negative Pledge;

(f) the Pledge of Accounts;

(g) the Pre-delivery Security Assignment;

(h) the Supervision Agreement Assignment;

(i) the Trust Agreement; and

(j) the Vessel Sponsors’ Undertaking.

4. Legal opinions

(a) An English legal opinion from Ince & Co, addressed to the Arranger, the Agent and the Original Lenders.

(b) A Caymans legal opinion from Maples & Calder, addressed to the Arranger, the Agent and the Original Lenders.

(c) A Korean legal opinion from Kim & Chang, addressed to the Arranger, the Agent and the Original Lenders.

(d) A Bermudan legal opinion from Mello Jones & Martin, addressed to the Arranger, the Agent and the Original Lenders.

(e) A Japanese legal opinion from Maritax Law Office addressed to the Arranger, the Agent and the Original Lenders.

(f) A Luxembourg legal opinion from a firm approved by the Agent and the Borrower addressed to the Arranger, the Agent and the Original Lenders.

(g) A Norwegian legal opinion from Wikborg Rein addressed to the Arranger, the Agent and the Original Lenders.

(h) Such other legal opinions as the Agent may reasonably require in relation to any other Finance Document.

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Part II

1. Invoice

A certificate from the Borrower confirming the amount of the Current Project Cost together with reasonable details of each cost incorporated therein and, if required by the Agent on reasonable prior notice, copies of all relevant invoices.

2. Evidence of payments

Evidence acceptable to the Agent that:

(a) all preceding instalments of the Contract Price have been paid in full; and

(b) the Loan will be applied by the Borrower against the Current Project Cost.

3. Classification Society

A certificate from the Classification Society certifying that the scheduled construction milestones under the Shipbuilding Contract have been completed and that the instalment to be financed by the proposed Loan is due to the Builder.

4. Borrower’s Certificate

A certificate from the Borrower to the Agent confirming that:

(a) the Builder has no outstanding claims against the Borrower or any other Security Party; and

(b) there have been no material amendments or variations agreed to the Shipbuilding Contract or Refund Guarantee that have not been agreed by the Agent and that no action has been taken by either the Builder, the Refund Guarantor or the Borrower which might in any way render such Shipbuilding Contract or Refund Guarantee inoperative or unenforceable, in whole or in any part; and

(c) there is no Security (except for Permitted Security) of any kind created or permitted by any person on or relating to the Shipbuilding Contract or Refund Guarantee or in relation to the Ship.

5. Swap Contracts and Swap Assignments

Certified Copies of each Swap Contract and duly executed originals of the Swap Contracts Assignment.

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Part III

1. Finance Documents

Duly executed originals of:

(a) the Mortgage;

(b) the Deed of Covenant;

(c) the Regas Performance Guarantee Assignment; and

(d) the Manager’s Undertaking.

2. Evidence that:

(a) the Borrower is in compliance with its obligations under Clause 8.5 (Interest Rate Hedging);

(b) the Ship is, or will be immediately following the Utilisation, registered in the name of the Borrower under an Approved Flag;

(c) the Ship is, or will be immediately following the Utilisation, in the absolute and unencumbered ownership of the Borrower save for the security created by the Finance Documents and Permitted Security;

(d) the Ship is, or will be immediately following the Utilisation, insured in accordance with the covenants given under this Agreement; and

(e) the Ship maintains the Classification with the Classification Society free of all overdue recommendations and conditions.

3. Such evidence as the Agent may require of the Borrower’s and/or the relevant Approved Manager’s compliance with the ISM Code and the ISPS Code including a copy of the ISM Code Documentation (or in relation to the Safety Management Certificate, evidence that the Operator has applied for that certificate to be issued within any applicable time limit pursuant to the ISM Code) and the ISSC.

4. The original Regas Performance Guarantee and a Certified Copy of any other Underlying Document not previously delivered to the Agent.

5. Certified Copies of the Builder’s final invoice for the Ship and of the invoices for any other part of the Current Project Cost.

6. A favourable opinion from an independent insurance consultant appointed by the Agent on such matters relating to the insurances for the Ship as the Agent may require.

7. Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of the jurisdiction of the Approved Flag and such other relevant jurisdictions as the Agent may, by reasonable prior notice to the Borrower, reasonably require.

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SCHEDULE 3

REQUESTS

Part I

Utilisation Request

From:	SRV JOINT GAS LTD
To:	[Agent]
Dated:

Dear Sirs

[Borrower] – [—] Facility Agreement

dated [—] (the “Agreement”)

1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to borrow a Loan on the following terms:

Proposed Utilisation Date:	[—] (or, if that is not a Business Day, the next Business Day)
Amount:	[—] or, if less, the Available Facility
Interest Period:	[—]

3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

4. The proceeds of this Loan should be credited to [—]

5. This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

SRV JOINT GAS LTD

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Part II

Selection Notice

From:	SRV JOINT GAS LTD
To:	[Agent]

Dated:

Dear Sirs

[Borrower] – [—] Facility Agreement

dated [—] (the “Agreement”)

1. We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2. [We request that the next Interest Period for the above Loan is [—]].

3. This Selection Notice is irrevocable.

Yours faithfully

authorised signatory for

SRV JOINT GAS LTD

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SCHEDULE 4

MANDATORY COST FORMULA

1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Financial Services Authority (or, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2. On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Agent. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.

4. The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Agent as follows:

E × 0.01	per cent. Per annum.
300

Where:

E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5. For the purposes of this Schedule:

(a) “Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(b) “Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and

(c) “Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

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6. If requested by the Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.

7. Each Lender shall supply any information required by the Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(a) the jurisdiction of its Facility Office; and

(b) any other information that the Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Agent of any change to the information provided by it pursuant to this paragraph.

8. The Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 6 and 7 above is true and correct in all respects.

9. The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 6 and 7 above.

10. Any determination by the Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.

11. The Agent may from time to time, after consultation with the Borrower and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties.

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SCHEDULE 5

FORM OF TRANSFER CERTIFICATE

To:	[—] as Agent
From:	[The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)

Dated:

[Insert name of Borrower] – [                    ] Facility Agreement

dated [                    ] (the “Facility Agreement”)

1. We refer to the Facility Agreement. This is a Transfer Certificate. Terms defined in the Facility Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2. We refer to Clause 25.5 (Procedure for transfer):

(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 25.5 (Procedure for transfer).

(b) The proposed Transfer Date is [                    ].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 32.2 (Addresses) are set out in the Schedule.

3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in of Clause 25.4 (Limitation of responsibility of Existing Lenders).

4. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

5. This Transfer Certificate is governed by English law.

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments,]

[Existing Lender]	[New Lender]
By:	By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [                    ].

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[Agent]

By:

NOTE: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender’s interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any documents or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in any jurisdiction, and, if so, to arrange for execution of those documents and completion of those formalities.

103

SCHEDULE 6

TIMETABLES

Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)) or a Selection Notice (Clause 9.1 (Selection of Interest Periods))	U – 3 9.30 am
Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation)	U – 3 3 pm
LIBOR is fixed	Quotation Day as of 11:00 a.m. London time

“U” equals date of Utilisation

“U – X” equals X Business Days prior to the date of Utilisation

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SCHEDULE 7

SCHEDULED REPAYMENTS

Repayment Date (Months after First Repayment Date)	Repayment Amount (USD)
0		1,911,252.69
3		1,941,045.00
6		1,971,304.62
9		2,002,032.69
12		2,033,243.08
15		2,064,936.92
18		2,097,126.92
21		2,129,818.85
24		2,163,018.46
27		2,196,737.31
30		2,230,981.15
33		2,265,759.23
36		2,301,078.46
39		2,336,949.23
42		2,373,379.62
45		2,410,376.54
48		2,447,950.38
51		2,486,110.38
54		2,524,865.77
57		2,564,224.62
60		2,604,197.31
63		2,644,791.92
66		2,686,021.15
69		2,727,891.92
72		2,770,416.92
75		2,813,601.92
78		2,857,463.08
81		2,902,006.15
84		2,947,245.00
87		2,993,187.69
90		3,039,846.92
93		3,087,234.23
96		3,135,360.00
99		3,184,234.62
102		3,233,873.08
105		3,284,283.46
108		3,335,481.92
111		3,387,476.54
114		3,440,282.31
117		3,493,911.92
120		3,548,375.77
123		3,603,690.00
126		3,659,867.31
129		3,716,918.08

105

Repayment Date (Months after First Repayment Date)	Repayment Amount (USD)
132		3,774,860.77
135		3,833,704.62
138		3,893,465.77
141		3,954,160.38
141		164,993,957.31

106

SCHEDULE 8

FORM OF DEBT SERVICE COVER COMPLIANCE CERTIFICATE

To:	DnB NOR Bank ASA
From:	SRV Joint Gas Ltd

Dated:

Dear Sirs

SRV Joint Gas Ltd [USD300,000,000]

Facility Agreement dated [                    ] (the “Agreement”)

1. We refer to the Agreement. This is a Debt Service Cover Compliance Certificate. Terms defined in the Agreement have the same meaning in this Debt Service Cover Compliance Certificate unless given a different meaning in this Debt Service Cover Compliance Certificate.

2. We confirm that as of the date of this Certificate

(a) the aggregate of the amounts payable (excluding any prepayments) by the Borrower under this Agreement during the preceding twelve-Month period is USD[        ];

(b) the aggregate of the net amount payable (or, as the case may be, minus the net amount receivable) by the Borrower under the Swap Contracts during the preceding twelve-Month period is USD[        ];

(c) the aggregate amount of the Charter Hire payments made to the Operating Account during the preceding twelve-Month period is USD[        ];

(d) the aggregate amount of the withdrawals made from the Operating Account pursuant to Clause 19.2.2(a) during the preceding twelve-Month period is [        ]

and therefore that the Historical Debt Service Cover Ratio is not less than 1.2 : 1.0.

3. We confirm that as of the date of this Certificate:

(a) the projected aggregate of the amounts payable (excluding any prepayments) by the Borrower under this Agreement during the following twelve-Month period is USD[        ];

(b) the projected aggregate of the net amount payable (or, as the case may be, minus the net amount receivable) by the Borrower under the Swap Contracts during the following twelve-Month period is USD[        ];

(c) the projected aggregate amount of the Charter Hire payments to be made to the Operating Account during the following twelve-Month period is USD[        ];

(d) the projected aggregate amount of the withdrawals to be made from the Operating Account pursuant to Clause 19.2.2(a) during the following twelve-Month period is [        ]

107

and therefore that the Projected Debt Service Cover Ratio is not less than 1.2 : 1.0.

4. We confirm that no Default is continuing

Signed Signed

For and on behalf of	For and on behalf of
SRV Joint Gas Ltd	SRV Joint Gas Ltd

108

SCHEDULE 9

FORM OF HEDGING COMPLIANCE CERTIFICATE

To:	DnB NOR Bank ASA
From:	SRV Joint Gas Ltd

Dated:

Dear Sirs

SRV Joint Gas Ltd [USD300,000,000]

Facility Agreement dated [                    ] (the “Agreement”)

1. We refer to the Agreement. This is a Hedging Compliance Certificate. Terms defined in the Agreement have the same meaning in this Hedging Compliance Certificate unless given a different meaning in this Hedging Compliance Certificate.

2. We confirm that as at [—]:

(a) the aggregate notional principal amount of the Swap Transactions is USD[—]; and

(b) the amount of the Loans is USD[—]

and that the aggregate principal amount of the Swap Transaction is [equal to]/[greater than] 90 per cent. of the amount of the Loans but does not exceed 110 per cent. of the amount of the Loans.

3. We confirm that no Default is continuing.

Signed	Signed
Authorised Signatory	Authorised Signatory
For and on behalf of	For and on behalf of
SRV Joint Gas Ltd	SRV Joint Gas Ltd

109

SIGNATURES

THE BORROWER

SRV JOINT GAS LTD

By:	/s/ TAKESHI HASHIMOTO
Address:	c/o Höegh LNG AS
	Drammensveien 134
	PO Box 4, Skoyen
	N-0212 Oslo, Norway
Fax:	+47 21 03 90 13

THE AGENT

DNB NOR BANK ASA

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Stranden 21
	0021 Oslo
	Norway
Fax:	+47 22 48 20 20

THE SECURITY TRUSTEE

DNB NOR BANK ASA

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Stranden 21
	0021 Oslo
	Norway
Fax:	+47 22 48 20 20

THE BOOKRUNNERS

CALYON

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Ruselokkveien 6
	PO Box 1675 Vika
	N-0120 Oslo
	Norway
Fax:	+47 22 01 0651

110

LLOYDS TSB BANK PLC

By:	/s/ ILLEGIBLE SIGNATURE
Address:	10 Gresham Street
	London, EC2V 7AE
Fax:	+44 (0)20 7158 3273

MIZUHO CORPORATE BANK, LTD.

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Bracken House, One Friday Street
	London, EC4M 9JA
Fax:	+44 (0)20 7012 4478

SUMITOMO MITSUI BANKING CORPORATION, BRUSSELS BRANCH

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Avenue des Arts 58, Box 18
	1000 Brussels
	Belgium
Fax:	+32 2 502 07 80

THE MANDATED LEAD ARRANGERS

CALYON

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Ruselokkveien 6
	PO Box 1675 Vika
	N-0120 Oslo
	Norway
Fax:	+47 22 01 0651

111

DNB NOR BANK ASA

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Stranden 21
	0021 Oslo
	Norway
Fax:	+47 22 48 20 20

FORTIS BANK (NEDERLAND) NV, OSLO BRANCH

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Haakon VII’s Gate 10
	0161 Oslo
	Norway
Fax:	+47 23 11 49 40

LLOYDS TSB BANK PLC

By:	/s/ ILLEGIBLE SIGNATURE
Address:	10 Gresham Street
	London, EC2V 7AE
Fax:	+44 (0)20 7158 3273

MIZUHO CORPORATE BANK, LTD.

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Bracken House, One Friday Street
	London, EC4M 9JA
Fax:	+44 (0)20 7012 4478

SUMITOMO MITSUI BANKING CORPORATION, BRUSSELS BRANCH

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Avenue des Arts 58, Box 18
	1000 Brussels
	Belgium
Fax:	+32 2 502 07 80

112

THE LENDERS

CALYON

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Ruselokkveien 6
	PO Box 1675 Vika
	N-0120 Oslo
	Norway
Fax:	+47 22 01 0651

DNB NOR BANK ASA

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Stranden 21
	0021 Oslo
	Norway
Fax:	+47 22 48 20 20

FORTIS BANK (NEDERLAND) NV, OSLO BRANCH

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Haakon VII’s Gate 10
	0161 Oslo
	Norway
Fax:	+47 23 11 49 40

LLOYDS TSB BANK PLC

By:	/s/ ILLEGIBLE SIGNATURE
Address:	10 Gresham Street
	London, EC2V 7AE
Fax:	+44 (0)20 7158 3273

113

MIZUHO CORPORATE BANK, LTD.

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Bracken House,
	One Friday Street
	London, EC4M 9JA
Fax:	+44 (0)20 7012 4478

SUMITOMO MITSUI BANKING CORPORATION, BRUSSELS BRANCH

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Avenue des Arts 58, Box 18
	1000 Brussels
	Belgium
Fax:	+32 2 502 07 80

THE SWAP BANKS

CALYON

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Ruselokkveien 6
	PO Box 1675 Vika
	N-0120 Oslo
	Norway
Fax:	+47 22 01 0651

DNB NOR BANK ASA

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Stranden 21
	0021 Oslo
	Norway
Fax:	+47 22 48 20 20

FORTIS BANK (NEDERLAND) NV, OSLO BRANCH

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Stranden 21
	0021 Oslo
	Norway
Fax:	+47 22 48 20 20

114

LLOYDS TSB BANK PLC

By:	/s/ ILLEGIBLE SIGNATURE
Address:	10 Gresham Street
	London, EC2V 7AE
Fax:	+44 (0)20 7158 3273

MIZUHO CORPORATE BANK, LTD.

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Bracken House, One Friday Street
	London, EC4M 9JA
Fax:	+44 (0)20 7012 4478

SMBC CAPITAL MARKETS, INC.

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Avenue des Arts 58, Box 18
	1000 Brussels
	Belgium
Fax:	+32 2 502 07 80

115

Dated 25 March 2010

Between

SRV JOINT GAS LTD.

as Borrower

and

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 20 DECEMBER 2007

Ince & Co

1 St Katharine’s Way

London, E1W 1AY

Tel: +44 7481 0010

Fax: +44 7481 4968

(Ref: DGN/8745)

THIS AGREEMENT is dated 25 March 2010 and made between:

(1) SRV JOINT GAS LTD. as borrower (the “Borrower”);

(2) DNB NOR BANK ASA as security trustee (the “Security Trustee”); and

(3) DNB NOR BANK ASA as agent for the Finance Parties (the “Agent”).

IT IS AGREED as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Amended Facility Agreement” means the Original Facility Agreement, as amended by this Agreement.

“Charter” means the time charterparty of the Ship dated 20 March 2007, originally entered into between the Borrower and the Original Charterer, as novated by a novation agreement dated 25 March 2010 entered into between the Borrower, the Original Charterer and the Charterer and which is effective as of 25 March 2010;

“Charterer” means GDF Suez Global LNG Supply SA, a company incorporated under the laws of the Duchy of Luxembourg, having its principal office address at 76, avenue de la Liberté, L-1930 Luxembourg, Grand Duchy of Luxembourg;

“Charter Assignment” means the assignment of the rights of the Borrower under the Charter to be executed by the Borrower in favour of the Security Trustee in agreed form;

“Charter Consent and Agreement” means the agreement to be executed by the Charterer, the Borrower and the Security Trustee in agreed form;

“Charter Ownership Undertaking” means the undertaking from the Project Sponsor to the Borrower dated 25 March 2010;

“Comfort Letter” means the letter dated 25 March 2010 from the Project Sponsor to the Borrower;

“Effective Date” means the date on which the Agent confirms to the Borrower that it has received each of the documents listed in Schedule 1 (Conditions Precedent) in a form and substance satisfactory to the Agent.

“Information Sharing Letter” means the letter from the Project Sponsor to the Borrower dated 25 March 2010;

“Original Facility Agreement” means the Facility Agreement dated 20 December 2007 between the Borrower, the Agent and the other Finance Parties;

“Original Charterer” means GDF Suez LNG Trading SA (formerly called Suez LNG Trading SA), a company incorporated under the laws of the Duchy of Luxembourg, having its principal office address at 76, avenue de la Liberté, L-1930 Luxembourg, Grand Duchy of Luxembourg;

“Replacement Security Documents” means:

(a) the Charter Assignment; and

(b) the Charter Consent and Agreement;

“Replacement Transaction Documents” means:

(a) the Replacement Security Documents; and

(b) the Replacement Underlying Documents;

“Replacement Underlying Documents” means:

(a) the Charter Ownership Undertaking;

(b) the Comfort Letter;

(c) the Information Sharing Letter; and

(d) the Charter.

1.2 Incorporation of defined terms

(a) Unless a contrary indication appears, a term used in any other Finance Document has the same meaning in this Agreement.

(b) The principles of construction set out in the Original Facility Agreement shall have effect as if set out in this Agreement.

1.3 Clauses

(a) In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule of this Agreement.

(b) Clause and Schedule headings are for ease of reference only.

1.4 Third Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

1.5 Designation

In accordance with the Original Facility Agreement, the Agent and the Borrower designate this Agreement as a Finance Document.

2 AMENDMENTS

With effect from the Effective Date, Clause 1.1 of the Original Facility Agreement shall be amended as follows:

(a) by replacing the definitions of “Charter”, “Charterer”, “Charter Ownership Undertaking”, “Comfort Letter” and “Information Sharing Letter” in the Original Facility Agreement with the definitions of such terms in Clause 1.1 of this Agreement; and

(b) by the addition of the definition of “Original Charterer” as set out in Clause 1.1 of this Agreement.

3 CONTINUITY AND FURTHER ASSURANCE

3.1 Continuing obligations

The provisions of the Original Facility Agreement and the other Finance Documents shall, save as amended by this Agreement, continue in full force and effect.

3.2 Further assurance

The Borrower shall, at the request of the Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.

4 FEES, COSTS AND EXPENSES

4.1 Transaction expenses

The Borrower shall promptly on demand pay the Agent and each of the Lenders the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the registration, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement.

4.2 Enforcement Costs

The Borrower shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement, or the preservation, of any rights under this Agreement.

5 MISCELLANEOUS

5.1 Incorporation of terms

The provisions of Clause 32 (Notices), Clause 34 (Partial Invalidity), Clause 35 (Remedies and Waivers) and Clause 39 (Enforcement) of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in these clauses to “this Agreement” are references to this Agreement.

5.2 Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

6 GOVERNING LAW

This Agreement is governed by English law.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1

CONDITIONS PRECEDENT

Part I

1. Borrower

(a) A Certified Copy of the constitutional documents of the Borrower.

(b) A Certified Copy of a resolution of the board of directors of the Borrower:

(i) approving the terms of, and the transactions contemplated by, the Replacement Transaction Documents to which it is a party and resolving that it execute the Replacement Transaction Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Replacement Transaction Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Replacement Transaction Documents to which it is a party.

(c) the original of any power of attorney under which any Replacement Transaction Document is executed on behalf of the Borrower.

(d) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

2. Finance Documents

Duly executed originals of:

(a) this Agreement;

(b) the New Charter Assignment; and

(c) the New Charter Consent and Agreement;

3. Underlying Documents

Certified copies of:

(a) the Charter Ownership Undertaking;

(b) the Comfort Letter

(c) the Information Sharing Letter; and

(d) the Charter.

4. Legal opinions

(a) An English legal opinion from Ince & Co, addressed to the Arranger, the Agent and the Original Lenders.

(b) A Caymans legal opinion from Maples & Calder, addressed to the Arranger, the Agent and the Original Lenders.

(c) A Luxembourg legal opinion from Bonn Schmitt Steichen Avocats addressed to the Arranger, the Agent and the Original Lenders.

(d) Such other legal opinions as the Agent may reasonably require in relation to any other Finance Document.

SIGNATURES

THE BORROWER

SRV JOINT GAS LTD.

By:	/s/ MATTHEW LEIGH
Address:	c/o Höegh LNG AS
	Drammensveien 134
	PO Box 4, Skoyen
	N-0212 Oslo, Norway
Fax:	+47 21 03 90 13

THE AGENT (FOR THE FINANCE PARTIES)

DNB NOR BANK ASA

By:	/s/ ALISON LESCURE
Address:	Stranden 21
	0021 Oslo
	Norway
Fax:	+47 22 48 20 20

THE SECURITY TRUSTEE

DNB NOR BANK ASA

By:	/s/ ALISON LESCURE
Address:	Stranden 21
	0021 Oslo
	Norway
Fax:	+47 22 48 20 20

To: SRV Joint Gas Ltd.

Clifton House

75 Fort Street

George Town

Grand Cayman

Cayman Islands

Höegh LNG Limited

Canon’s Court

22 Victoria Street

Hamilton

Bermuda HM12

Mitsui O.S.K Lines Limited

1-1 Toranomon

2-Chome, Minato-Ku

Tokyo

Japan, 105-8688

26 August 2010

Dear Sirs,

US$300,000,000 Term Loan Facility to SRV Joint Gas Ltd. (the “Borrower”)

We refer to a facility agreement dated 20 December 2007 as amended from time to time including by a facility amendment agreement dated 25 March 2010 (the “Facility Agreement”) and made between (i) the Borrower and (ii) CALYON, DnB NOR Bank ASA, Fortis Bank (Nederland) N.V. Oslo Branch, Lloyds TSB Bank Plc, Mizuho Corporate Bank, Ltd. and Sumitomo Mitsui Banking Corporation, Brussels Branch as arrangers (iv) the financial institutions listed in Schedule 1 as lenders (the “Original Lenders”), (v) CALYON, DnB NOR Bank ASA, Fortis Bank (Nederland) N.V. Oslo Branch, Lloyds TSB Bank Plc, Mizuho Corporate Bank, Ltd. and SMBC Capital Markets, Inc. as swap banks and (v) DNB NOR Bank ASA as Agent and Security Trustee under which the Lenders agreed to make available to the Borrower, upon the terms and subject to the conditions therein set out, a secured term loan facility in a total amount of up to USD300,000,000.

Words and expressions defined in the Facility Agreement, shall, as appropriate, have the same meaning where used in this letter.

A reference to a clause or schedule is to a clause or schedule in the Facility Agreement.

The Agent (acting with the consent and authorisation of the Lenders) hereby consents to the transfer from MOL to Tokyo LNG Tanker Co., Ltd. (“TLT”) of 1.5 per cent. of the shares in the Borrower presently held by MOL and to the related amendment, restatement or novation (as applicable) of the Shareholder Agreement and the Shareholder Loan Agreement.

The terms of the Facility Agreement are amended so that with effective from the date on which the share transfer from MOL to TLT takes place (the “Effective Date”):

(i) in Clause 1.1 (Definitions), the definition of “Negative Pledge” shall be changed by adding the words “and any other shareholder of the Borrower” after “Vessel Sponsors”;

(ii) in Clause 1.1 (Definitions), the definition of “Shareholder Agreement” shall be changed by replacing the words “on, or about, the date of this Agreement entered into between MOL and HLNG” to “entered into between MOL, HLNG and TLT”;

(iii) in Clause 1.1 (Definitions), the definition of “Shareholder Loan Agreement” shall be changed by adding the words “as amended and restated and entered into between MOL, HLNG, TLT and the Borrower and the related novation agreement entered into between MOL, HLNG, TLT and the Borrower”;

1

(iv) by adding a new definition in Clause 1.1, as follows: “TLT” means Tokyo LNG Tanker Co., Ltd. a company incorporated under the laws of Japan and having its principal office at 1-5-20 Kaigan, Minato-ku, Tokyo, Japan 105-8527;

(v) Clause 17.2 (Share Capital and Ownership) shall be changed by replacing “and by MOL as to 50 per cent.” to “, by MOL as to 48.5 per cent. and by TLT as to 1.5 per cent.”;

In addition from the Effective Date, Recital (C) in the Vessel Sponsors’ Undertaking dated 20 December 2007 shall be amended by replacing the words “and MOL as to 50 per cent.” with “, MOL as to 48.5 per cent. and TLT as to 1.5 per cent.”

On or before the Effective Date, the Borrower shall provide the Agent with certified copies of:

(i) a resolution of the board of directors (or other appropriate corporate authorities or approvals) of the Borrower, each Vessel Sponsor and TLT approving the execution of this letter, the Negative Pledge, the Shareholder Agreement and the Shareholder Loan Agreement (as applicable) by a director, authorised signatory or attorney of each company together with any constitutional or incorporation documents or other corporate authorisations required in order to issue the legal opinions listed below;

(ii) the amended and restated Shareholder Agreement entered into between the Vessel Sponsors and TLT;

(iii) the amended and restated Shareholder Loan Agreement entered into between the Vessel Sponsors, TLT and the Borrower and the related novation agreement entered into between the Vessel Sponsors, TLT and the Borrower;

(iv) the share certificate issued in the name of TLT for its 1.5 per cent. shareholding in the Borrower, the share certificate issued in the name of MOL for its 48.5 per cent shareholding in the Borrower and the share purchase agreement entered into between MOL and TLT; and

(v) evidence that any process agent referred to in Clause 10.2, Negative Pledge (Service of Process) has accepted its appointment.

The Agent shall arrange for legal opinions to be obtained in form satisfactory to the Agent as follows:

(i) A Japanese legal opinion from Maritax Law Office addressed to the Agent and the Original Lenders;

(ii) A Bermudan legal opinion from Mello, Jones & Martin addressed to the Agent and the Original Lenders; and

(iii) An English legal opinion from Ince & Co addressed to the Agent and the Original Lenders

The provisions of the Facility Agreement and the Finance Documents shall, save as amended by this letter, continue in full force and effect.

This letter and any non-contractual obligations arising out of or in connection with it shall be governed by English law.

Please confirm your agreement to the terms of this letter by signing and returning a copy of this letter.

Yours faithfully

/s/ HERMANN HOVLAND ØVERLIE

For and on behalf of

DNB NOR BANK ASA

(as Agent for the Lenders)

2

We agree to the terms of this letter.

/s/ ØRJAN HOMME

For and on behalf of

SRV JOINT GAS LTD.

/s/ LARS MÅRDALEN

For and on behalf of

HÖEGH LNG LIMITED

/s/ ILLEGIBLE SIGNATURE

For and on behalf of

MITSUI O.S.K. LINES LIMITED

3

EX-10

EXHIBIT 10.27

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, BRUSSELS BRANCH

with

DNB NOR BANK ASA

acting as Agent, Security Trustee and Account Bank

and

CALYON

LLOYDS TSB BANK PLC

MIZUHO CORPORATE BANK, LTD.

SUMITOMO MITSUI BANKING CORPORATION, BRUSSELS BRANCH

acting as Bookrunners

and

CALYON

DNB NOR BANK ASA

FORTIS BANK (NEDERLAND) NV, OSLO BRANCH

LLOYDS TSB BANK PLC

MIZUHO CORPORATE BANK, LTD.

SMBC CAPITAL MARKETS, INC.

acting as Swap Banks

INCE & CO

International House

1 St Katherine’s Way

London, E1W 1AY

Tel: +44 (0)20 7481 0010

Fax: +44 (0)20 7481 4968

(Ref: 1.07.9285.00)

CONTENTS

Clause		Page
SECTION 1 INTERPRETATION			1
1.	Definitions and Interpretation		1
SECTION 2 THE FACILITY			24
2.	The Facility		24
3.	Purpose		24
4.	Conditions of Utilisation		25
SECTION 3 UTILISATION			26
5.	Utilisation		26
SECTION 4 REPAYMENT, PREPAYMENT AND CANCELLATION			28
6.	Repayment		28
7.	Prepayment and cancellation		28
SECTION 5 COSTS OF UTILISATION			34
8.	Interest		34
9.	Interest Periods		35
10.	Changes to the calculation of interest		36
11.	Fees		37
SECTION 6 ADDITIONAL PAYMENT OBLIGATIONS			38
12.	Tax gross up and indemnities		38
13.	Increased costs		40
14.	Other indemnities		41
15.	Mitigation by the Lenders		43
16.	Costs and expenses		43
SECTION 7 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT			45
17.	Representations		45
18.	Information Undertakings		49

19.	Accounts	52
20.	Ship Covenants	56
21.	Insurance Covenants	59
22.	Security Undertakings	61
23.	General Undertakings	63
24.	Events of Default	68
SECTION 8 CHANGES TO PARTIES		72
25.	Changes to the Lenders	72
26.	Changes to the Borrower	75
SECTION 9 THE FINANCE PARTIES		76
27.	Role of the Agent and the Arranger	76
28.	Conduct of business by the Finance Parties	81
29.	Sharing among the Finance Parties	81
SECTION 10 ADMINISTRATION		84
30.	Payment mechanics	84
31.	Set-off	86
32.	Notices	87
33.	Calculations and certificates	89
34.	Partial invalidity	90
35.	Remedies, waivers and conflicts	90
36.	Amendments and waivers	90
37.	Counterparts	91
SECTION 11 GOVERNING LAW AND ENFORCEMENT		92
38.	Governing law	92
39.	Enforcement	92
SCHEDULE 1 THE ORIGINAL LENDERS		93
SCHEDULE 2 CONDITIONS PRECEDENT		94

Part I	94
Part II	96
Part III	97
SCHEDULE 3 REQUESTS	98
Part I Utilisation Request	98
Part II Selection Notice	99
SCHEDULE 4 MANDATORY COST FORMULA	100
SCHEDULE 5 FORM OF TRANSFER CERTIFICATE	102
SCHEDULE 6 TIMETABLES	104
SCHEDULE 7 SCHEDULED REPAYMENTS	105
SCHEDULE 8 FORM OF DEBT SERVICE COVER COMPLIANCE CERTIFICATE	107
SCHEDULE 9 FORM OF HEDGING COMPLIANCE CERTIFICATE	109

THIS AGREEMENT is dated 20 December 2007 and made between:

(1) SRV JOINT GAS TWO LTD a company incorporated in the Cayman Islands having its registered office address at Clifton House, PO Box 1350, Grand Cayman, KY1-1108, Cayman Islands as borrower (the “Borrower”);

(2) CALYON, DNB NOR BANK ASA, FORTIS BANK (NEDERLAND) NV, OSLO BRANCH, LLOYDS TSB BANK PLC, MIZUHO CORPORATE BANK, LTD. and SUMITOMO MITSUI BANKING CORPORATION, BRUSSELS BRANCH as mandated lead arrangers (whether acting individually or together the “Arranger”);

(3) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as lenders (the “Original Lenders”);

(4) DNB NOR BANK ASA acting through its office at Stranden 21, 0021 Oslo, Norway as agent of the other Finance Parties (the “Agent”);

(5) DNB NOR BANK ASA acting through its office at Stranden 21, 0021 Oslo, Norway as security trustee for Secured Parties (the “Security Trustee”);

(6) DNB NOR BANK ASA acting through its office at Stranden 21, 0021 Oslo, Norway as account bank (the “Account Bank”);

(7) CALYON, LLOYDS TSB BANK PLC, MIZUHO CORPORATE BANK, LTD. and SUMITOMO MITSUI BANKING CORPORATION, BRUSSELS BRANCH as bookrunners (the “Bookrunners”); and

(8) CALYON, DNB NOR BANK ASA, FORTIS BANK (NEDERLAND) NV, LLOYDS TSB BANK PLC, MIZUHO CORPORATE BANK, LTD. and SMBC CAPITAL MARKETS, INC. as swap banks (the “Swap Banks”).

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Accelerated Equity” means an amount equal to the Estimated Total Project Cost (excluding Shareholder Loan Interest) less the lower of (i) USD300,000,000 and (ii) the Relevant Percentage of the Estimated Total Project Cost (excluding Shareholder Loan Interest) less Base Equity payable by the Vessel Sponsors to the Borrower, whether by way of a Shareholder Loan or otherwise, pursuant to Clause 3 of the Vessel Sponsors’ Undertaking and a notice served by the Agent pursuant to Clause 24.14(b);

“Accounts” means, together, the Operating Account, the Debt Service Retention Account, the Debt Service Reserve Account, the Dividend Lock-Up Account and the Dividend Distribution Account;

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“Additional Equity” means the sum in the amount of up to USD75,000,000 payable by the Vessel Sponsors to the Borrower pursuant to Clause 4 of the Vessel Sponsors’ Undertaking;

“Additional Equity Debt Service Provision” means, at the commencement of the Regas Rejection Remarketing Period, the amount estimated by the Agent (following consultation with the Borrower) to be necessary to provide for the Borrower to meet its payment obligations under this Agreement and the Swap Contracts during the Regas Rejection Remarketing Period (taking account of Swap Payments receivable by the Borrower under the Swap Contracts);

“Additional Equity Interest and Swap Payments” means the payments made by the Borrower under Clause 8.2 (Payment of interest) and the Swap Payments made by the Borrower under a Swap Contract prior to the commencement of the Regas Rejection Remarketing Period, which have been funded by the Additional Equity;

“Additional Equity Prepayment” means USD75,000,000 less the Additional Equity Interest and Swap Payments less the Additional Equity Debt Service Provision;

“Additional Swap Bank” means DnB NOR Bank ASA;

“Additional Swap Contract” means the contract made between the Additional Swap Bank and the Borrower comprising an ISDA Master Agreement dated 26 September 2007 and the Swap Confirmation executed pursuant thereto, in respect of a Swap Transaction entered into on 26 September 2007 for a notional principal amount of USD30,000,000, as shall be amended on the first Utilisation Date pursuant to Clause 8.5 (Interest Rate Hedging);

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

“Approved Flag” means the Norwegian International Ship Registry, the Bahamas, Liberia, the Marshall Islands, Panama, the United Kingdom or such other flag as may be approved in accordance with Clause 20.1 (Ship’s name and registration);

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration;

“Availability Period” means

(a) for the Utilisation of a Regas Acceptance Loan, the period from and including the date of this Agreement, to and including the date which is the earliest of: (i) 5 Business Days after the Regas Acceptance Date (ii) the Regas Rejection Date and (iii) the date on which the Total Commitments are reduced to zero; or

(b) for the Utilisation of any other Loan, the period from and including the date of this Agreement, to and including the date which is the earliest of: (i) 10 Business Days after the Delivery Date and (ii) the date on which the Total Commitments are reduced to zero;

“Available Commitment” means a Lender’s Commitment minus:

(a) the amount of its participation in any outstanding Loans; and

(b) in relation to any proposed Loan, the amount of its participation in any other Loans that are due to be made on or before the proposed Utilisation Date;

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“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment;

“Base Equity” means the aggregate amount of the Equity Payments which has been paid at any relevant time;

“Break Costs” means the amount (if any) by which:

(a) the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or an Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the London Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period;

“Builder” means Samsung Heavy Industries Co Limited of 647-9, Yeoksam-Dong, Kangnam-Ku, Seoul, Korea 135-080;

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London , Oslo, Tokyo and New York City;

“Casualty Amount” means USD7,500,000 (or the equivalent in any other currency);

“Certified Copy” means in relation to any document delivered or issued by or on behalf of any company, a copy of such document certified as a true, complete and up to date copy of the original by any of the directors or officers for the time being of such company or by such company’s attorneys or solicitors;

“Charged Property” means all of the assets which from time to time are, or are expressed to be, the subject of the Transaction Security;

“Charter” means the time charterparty of the Ship dated 20 March 2007 as novated by a novation agreement dated on, or about, the date of this Agreement entered into between the Borrower and the Charterer;

“Charterer” means, Suez LNG Trading SA, a company incorporated under the laws of the Duchy of Luxembourg, having its principal office address at 76, Avenue de la Liberté, L-1930 Luxembourg, Grand Duché de Luxembourg;

“Charter Assignment” means the assignment of the rights of the Borrower under the Charter required to be executed hereunder by the Borrower in favour of the Security Trustee in the agreed form;

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“Charter Consent and Agreement” means the agreement entered into or to be entered into between the Charterer, the Borrower and the Security Trustee substantially in the form of Schedule VII of the Charter;

“Charter Hire” means hire paid by the Charterer to the Borrower under the Charter;

“Charter Hire Payment Date” means each date on which Charter Hire is paid;

“Charter Ownership Undertaking” means the undertaking from the Project Sponsor to the Borrower dated on, or about, the date of this Agreement;

“Charter Termination Fee” means any fee payable by the Charterer to the Borrower pursuant to Clause 6(r) of the Charter;

“Classification” means, in relation to the Ship, the highest class available for a vessel of her type with the relevant Classification Society or such other classification as the Agent shall, at the request of the Borrower, have agreed in writing shall be treated as the Classification Society in relation to the Ship;

“Classification Society” means Det norske Veritas or such other classification society which the Agent shall, at the request of the Borrower, have agreed in writing shall be treated as the Classification Society in relation to the Ship (such agreement not to be unreasonably withheld or delayed);

“Comfort Letter” means the letter dated 20 March 2007 from the Project Sponsor to the Borrower;

“Commitment” means:

(a) in relation to an Original Lender, the amount set opposite its name under the heading “ Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement;

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Borrower and the Agent;

“Contract Instalment” means an instalment of the Contract Price of the Ship payable under the Shipbuilding Contract;

“Contract Price” means the price payable by the Borrower to the Builder for the Ship under the Shipbuilding Contract as such may be adjusted in accordance with the terms of the Shipbuilding Contract;

“Current Project Cost” means that part of the Project Cost against which a Loan will be applied on the relevant Utilisation Date;

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“Debt Service Cover Compliance Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of Debt Service Cover Compliance Certificate);

“Debt Service Reserve” means the amount estimated by the Agent (following consultation with the Borrower) and notified to the Borrower as the amount as shall be necessary to provide for the Borrower to meet its payment obligations under this Agreement and under the Swap Contracts during the following six Months (taking account of Swap Payments receivable by the Borrower under the Swap Contracts);

“Debt Service Reserve Account” means an interest-bearing USD account of the Borrower with the Account Bank and includes any sub-accounts thereof and any other account designated in writing by the Agent to be a Debt Service Reserve Account, for the purposes of this Agreement;

“Debt Service Retention Account” means an interest-bearing USD account of the Borrower with the Account Bank and includes any sub-accounts thereof and any other account designated in writing by the Agent to be a Debt Service Retention Account for the purposes of this Agreement;

“Debt Service Retention Amount” means, in relation to any Debt Service Retention Date, such sum as shall be the aggregate of:

(a) one-third (1/3rd) of the repayment instalment falling due for payment pursuant to Clause 6.1 (Repayment of Loans) (as the same may have been reduced by any prepayment) on the next Repayment Date after the relevant Debt Service Retention Date; and

(b) the applicable fraction (as hereinafter defined) of the aggregate amount of interest falling due for payment in respect of each part of such Utilisation during and at the end of each Interest Period current at the relevant Debt Service Retention Date in respect of such Utilisation, reduced by the amount of any Swap Payment due from a Swap Bank to the Borrower or increased by the amount of any Swap Payment due from the Borrower to a Swap Bank (as applicable) on the same date and reduced by the amount of interest which has then accrued to the Debt Service Retention Account and, for this purpose, the expression “applicable fraction” in relation to each Interest Period shall mean a fraction having a numerator of one and a denominator equal to the number of Debt Service Retention Dates in respect of such Utilisation falling within the relevant Interest Period;

“Debt Service Retention Dates” means the first Charter Hire Payment Date after the Regas Acceptance Date and each of the Charter Hire Payment Dates after such date and prior to the Termination Date;

“Deed of Covenant” means in relation to the Ship the deed of covenant collateral to the Mortgage for the Ship and creating charges over the Ship, its Earnings, Insurances and Requisition Compensation required to be executed hereunder by the Borrower in favour of the Security Trustee in the agreed form;

“Default” means an Event of Default or any event or circumstance specified in Clause 24 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default;

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“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Trustee;

“Delivery Loan” means the Loan to be made available in respect of the Contract Instalment due on the Delivery Date;

“Delivery Date” means the date on which the Ship is delivered to the Borrower in accordance with the Shipbuilding Contract;

“Disruption Event” means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;

“Dividend Distribution Account” means an interest-bearing USD Account of the Borrower with the Account Bank and includes any sub-accounts thereof and any other account designated in writing by the Agent to be a Dividend Distribution Account for the purposes of this Agreement.

“Dividend Lock-Up Account” means an interest-bearing USD Account of the Borrower with the Account Bank and includes any sub-accounts thereof and any other account designated in writing by the Agent to be a Dividend Lock-Up Account for the purposes of this Agreement;

“Drydocking Cost” means each cost incurred by the Borrower in relation to a scheduled drydocking of the Ship;

“Drydocking Cost Payment” means each payment made by the Vessel Sponsors to the Borrower under Clause 5 of the Vessel Sponsors’ Undertaking to finance the payment by the Borrower of a Drydocking Cost which has not been funded or, as the case may be, paid by a Drydocking Cost Reimbursement on or before the due date for payment of a Drydocking Cost;

“Drydocking Cost Reimbursement” means each payment made by the Charterer to the Borrower under the Charter in reimbursement of a Drydocking Cost or, as the case may be, each payment made by the Charterer to the relevant shipyard under the Charter in direct settlement of a Drydocking Cost;

“Earnings” has the meaning given to that expression in the Deed of Covenant;

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“Environmental Affiliate” means any agent or employee of the Borrower or the Operator or any person having a contractual relationship with the Borrower or the Operator in connection with the Ship or its operation or the carriage of cargo and/or passengers thereon and/or the provision of goods and/or services on or from the Ship;

“Environmental Approvals” means all authorisations, consents, licences, permits, exemptions or other approvals whatsoever required by the Borrower or the Operator under applicable Environmental Laws;

“Environmental Claim” means (i) any claim by, or directive from, any applicable Government Entity alleging breach of, or non-compliance with, any Environmental Laws or Environmental Approvals or otherwise howsoever relating to or arising out of an Environmental Incident or (ii) any claim by any other third party howsoever relating to or arising out of an Environmental Incident (and, in each such case, “claim” shall include a claim for damages and/or direction for and/or enforcement relating to clean-up costs, removal, compliance, remedial action or otherwise) or (iii) any Proceedings arising from any of the foregoing but excluding any claim of a vexations or frivolous nature which is being contested in good faith;

“Environmental Incident” means, regardless of cause, (i) any actual discharge or release of Environmentally Sensitive Material from the Ship; (ii) any incident in which Environmentally Sensitive Material is discharged or released from a vessel other than the Ship which involves collision between the Ship and such other vessel or some other incident of navigation or operation, in either case, where the Ship, the Manager and/or the Borrower and/or the Operator are actually, contingently or allegedly at fault or otherwise howsoever liable (in whole or in part) or (iii) any incident in which Environmentally Sensitive Material is discharged or released from a vessel other than the Ship and where the Ship is actually or potentially liable to be arrested as a result and/or where the Manager and/or the Borrower and/or the Operator are actually, contingently or allegedly at fault or otherwise howsoever liable;

“Environmental Laws” means all laws, regulations, conventions and agreements whatsoever applicable to the Borrower, the Operator or the Ship and relating to pollution, human or wildlife well-being or protection of the environment (including, without limitation, the United States Oil Pollution Act of 1990 and any comparable laws of the individual States of the United States of America);

“Environmentally Sensitive Material” means oil, oil products or any other products or substance which are polluting, toxic or hazardous or any substance the release of which into the environment is howsoever regulated, prohibited or penalised by or pursuant to any Environmental Law;

“Equity Payment” means each payment made by the Vessel Sponsors to the Borrower, whether by a Shareholder Loan or otherwise, pursuant to its obligations under Clause 2 of the Vessel Sponsors’ Undertaking to finance the payment by the Borrower of that part of the Current Project Cost not financed by a Loan;

“Estimated Total Project Cost” means the Borrower’s estimate of the total costs for the construction of the Ship, being on the date hereof USD337,000,000, as such amount may be increased or reduced by the Agent at each Utilisation Date (in consultation with the Borrower, subject to no Event of Default having occurred and continuing) having regard to any variation with the Project Cost at such date;

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“Event of Default” means any event or circumstance specified as such in Clause 24 (Events of Default);

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility);

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement;

“Fee Letter” means any letter or letters dated on or about the date of this Agreement setting out any of the fees referred to in Clause 11 (Fees);

“Finance Document” means:

(a) any Fee Letter;

(b) any Security Document;

(c) any Selection Notice;

(d) any Swap Contract;

(e) the Trust Agreement;

(f) any Utilisation Request; and

(g) any other document designated as such by the Agent and the Borrower;

“Finance Party” means the Agent, the Arranger, the Security Trustee, a Bookrunner, a Swap Bank or a Lender;

“Financial Indebtedness” means any indebtedness for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any acceptance under any acceptance credit or bill discounting facility or dematerialised equivalent;

(c) any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any derivative transaction (and, when calculating the value of that derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that transaction, that amount) shall be taken into account);

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(g) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(h) any amount classified as borrowings under IFRS;

(i) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 30 days after the date of supply;

(j) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing; and

(k) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above;

“First Repayment Date” means the date which is the earlier of:

(a) three Months after the Regas Acceptance Date; and

(b) 240 days after the Delivery Date,

provided that if such date is not the last day of an Interest Period, the date shall be the last day of the Interest Period then current;

“Flag State” means the state or territory of the Approved Flag;

“Further Additional Swap Contracts” means any contract (other than an Original Swap Contract, an Additional Swap Contract or a MLA Swap Contract) made or to be made between a Swap Bank and the Borrower comprising an ISDA Master Agreement and any Swap Confirmation executed pursuant thereto, as shall be amended on the first Utilisation Date pursuant to Clause 8.5.1(b), pursuant to which a Swap Bank enters into a Swap Transaction;

“Government Entity” means any national or local government body, tribunal, court or regulatory or other agency and any organisation of which such body, tribunal, court or agency is a part or to which it is subject;

“Hedging Compliance Certificate” means a certificate substantially in the form set out in Schedule 9 (Form of Hedging Compliance Certificate);

“Historical Debt Service” means, at any time, the aggregate of the amounts payable (excluding any prepayments) by the Borrower under this Agreement plus the net amount payable (or, as the case may be, minus the net amount receivable) by the Borrower under the Swap Contracts during the twelve-Month period ending on the date of a Debt Service Cover Compliance Certificate;

“Historical Debt Service Cover Ratio” means, at any time, the ratio of the Historical Net Earnings to the Historical Debt Service;

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“Historical Net Earnings” means, at any time, the aggregate amount of the Charter Hire payments less the aggregate amount of the withdrawals made from the Operating Account pursuant to Clause 19.2.1 (a) during the twelve-Month period ending on the date of a Debt Service Cover Compliance Certificate;

“HLNG” means Höegh LNG Limited, a company incorporated under the laws of Bermuda, having its address at c/o Appleby, Canon’s Court, 22 Victoria Street, HM12, Hamilton, Bermuda;

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary;

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002;

“Information Sharing Letter” means the letter from the Project Sponsor to the Borrower dated 20 March 2007;

“Insurances” has the meaning given to that expression in the Deed of Covenant;

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest);

“ISM Code” means the International Safety Management Code (including the guidelines on its implementation), adopted by the International Maritime Organisation Assembly as Resolutions A.741(18) and A.788 (19), as the same may be amended or supplemented from time to time);

“ISM Code Documentation” means the document of compliance (DOC) and safety management certificate (SMC) issued by a Classification Society pursuant to the ISM Code in relation to the Ship within the periods specified by the ISM Code;

“ISM SMS” means the safety management system which is required to be developed, implemented and maintained under the ISM Code;

“ISPS Code” means the International Ship and Port Security Code of the International Maritime Organisation and includes any amendments or extensions thereto and any regulations issued pursuant thereto;

“ISSC” means an International Ship Security Certificate issued in respect of the Ship pursuant to the ISPS Code;

“Lease Arranger” means Calyon, acting in such capacity through its office at Ruselokkveien 6, PO Box 1675 Vika, N-0120 Oslo, Norway;

“Lender” means:

(a) any Original Lender; and

(b) any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 25 (Changes to the Parties),

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which in each case has not ceased to be a Party in accordance with the terms of this Agreement;

“LHC” means Leif Höegh & Co Ltd a company incorporated under the laws of Bermuda, having its address at c/o Appleby, Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda;

“LHC Undertaking” means the undertaking to be provided by LHC to the Security Trustee in respect of the obligations of HLNG under the Vessel Sponsors’ Undertaking, in agreed form;

“LIBOR” means, in relation to any Loan:

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for dollars for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in dollars and for a period comparable to the Interest Period for that Loan;

“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that Loan;

“LMA” means the Loan Market Association;

“Loss Payable Clauses” has the meaning given to that expression in the Deed of Covenant;

“Majority Lenders” means:

(a) if there are no Loans then outstanding, a Lender or Lenders whose Commitments aggregate more than 66 ²⁄₃% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 ²⁄₃% of the Total Commitments immediately prior to the reduction); or

(b) at any other time:

(i) prior to an Event of Default, a Lender or Lenders whose participations in the Loans then outstanding aggregate more than 66 ²⁄₃% of all Loans then outstanding; or

(ii) following an Event of Default:

(aa) a Lender or Lenders whose participations in the Loans then outstanding; and

(bb) a Swap Bank (which is a Lender or an Affiliate of a Lender) or Swap Banks (who are Lenders or Affiliates of Lenders) whose Swap Exposure then current

together aggregates more than 66 ²⁄₃% of the aggregate of all the Loans then outstanding and the Swap Exposure;

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“Management Agreement” means the agreement to be made between the Borrower and Höegh LNG AS in relation to the management of the Ship, in form and substance acceptable to the Lenders;

“Manager” means Höegh LNG AS, a Vessel Sponsor, or any other person appointed by the Borrower, with the prior written consent of the Agent (such consent not to be unreasonably withheld or delayed), as the manager of the Ship;

“Manager’s Undertaking” means the manager’s undertaking required to be executed hereunder by the Manager in favour of the Security Trustee in respect of the Ship in agreed form;

“Mandatory Cost” means the percentage rate per annum calculated by the Agent in accordance with Schedule 4 (Mandatory Cost formula);

“Margin” means 0.50 per cent per annum;

“Material Adverse Effect” means a material adverse effect on:

(a) the business, operations, property, condition (financial or otherwise) of the Borrower;

(b) the ability of a Security Party to perform its obligations under the Finance Documents provided that, for this purpose, HLNG, LHC and MOL shall each cease to be a “Security Party” on (i) the Regas Acceptance Date or, as the case may be, the end of the Regas Rejection Remarketing Period; or

(c) the validity or enforceability of the Finance Documents or the rights or remedies of any Finance Party under the Finance Documents;

“MII Policy” means a mortgagee’s interest and pollution risks insurance policy (including additional perils cover) in respect of the Ship to be effected by the Agent on behalf of the Lenders (for the cost of the Lenders) on or before the first Utilisation Date and renewed or replaced annually thereafter and maintained throughout the Security Period through such brokers, with such underwriters and containing such coverage as may be acceptable to the Agent in its sole discretion, insuring a sum of at least 110% of the Loan;

“MLA Swap Contracts” means each contract to be made between a Swap Bank and the Borrower by a novation and amendment of the Original Swap Contract on the first Utilisation Date pursuant to Clause 8.5.1, comprising an ISDA Master Agreement and a Swap Confirmation in respect of the relevant Swap Transaction;

“MOL” means Mitsui O.S.K. Lines Limited, a company incorporated under the laws of Japan, having its principal office address at 1-1, Toranomon, 2-Chome, Minato-Ku, Tokyo, Japan, 105-8688.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) subject to paragraph (c) below if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

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(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period;

“Mortgage” means the first priority mortgage of the Ship required to be executed hereunder by the Borrower in favour of the Security Trustee in agreed form;

“Negative Pledge” means a negative pledge of the shares of the Borrower to be executed by the Vessel Sponsors in favour of the Security Trustee in agreed form;

“No-Fault Termination Remarketing Period” means the period commencing on the No-Fault Termination Date and ending on the earlier of (a) the date falling six Months thereafter and (b) the date of the Replacement Charter;

“No-Fault Termination Right” means the right of termination of the charter by the Charterer pursuant to Clause 6 (r) of the Charter;

“No-Fault Termination Date” means any date upon which the Charter has been terminated pursuant to the exercise by the Charterer of its No-Fault Termination Right;

“Notice of Assignment of Insurances”, means the notice of assignment relating to the Insurances on the Ship in the form set out in the Deed of Covenant or such other form as may from time to time be required or agreed by the Agent;

“Operating Account” means an interest-bearing USD account of the Borrower with the Account Bank and includes any sub-accounts thereof and any other account designated in writing by the Agent to be the Operating Account for the purposes of this Agreement;

“Operator” means the Manager and/or any other person who is from time to time during the Security Period concerned in the operation of the Ship and falls within the definition of “Company” set out in rule 1.1.2 of the ISM Code;

“Original Swap Bank” means SMBC Capital Markets, Inc.

“Original Swap Contract” means the contract made between the Original Swap Bank and the Original Swap Counterparty, as novated to the Borrower comprising an ISDA Master Agreement dated 2 April 2007 and a Swap Confirmation executed pursuant thereto, in respect of a Swap Transaction entered into on 11 April 2007 for a notional principal amount of USD260,000,000;

“Original Swap Counterparty” means SRV Joint Gas Ltd, a company incorporated in the Cayman Islands, having its registered office address at Clifton House, PO Box 1150, Grand Cayman, KY1-1108, Cayman Islands;

“Participating Member State” means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union;

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“Party” means a party to this Agreement;

“Permitted Liens”

(a) liens in favour of suppliers up to the Casualty Amount;

(b) liens arising in respect of loss, damage, or expense in respect of which a bond or other security has been posted to prevent the arrest or secure the release of the Ship from arrest on account of such claim;

(c) liens arising by the operation of law for not more than two months’ prepaid hire under the Charter;

(d) liens arising by the operation of law or otherwise in the ordinary course of operation, repair or maintenance of the Ship where the Charterer is contesting the claim giving rise to such lien in good faith by appropriate steps and for the payment of which adequate reserves have been made in case the Charterer finally has to pay such claim so long as any such proceedings shall not, and may not reasonably be considered unlikely to, lead to the arrest, sale, forfeiture or loss of the Ship, or any interest in the Ship;

(e) liens created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as security for costs and expenses where the Charterer is prosecuting or defending such action in good faith by appropriate steps or which are subject to a pending appeal and for which there shall have been granted a stay of execution pending such appeal and for the payment of which adequate reserves have been made so long as any such proceedings or the continue existence of such lien shall not and may reasonably be considered unlikely to lead to arrest, sale, forfeiture or loss of the Ship, or any interest in the Ship;

(f) liens arising by operation of law in respect of Taxes which are not overdue for payment or Taxes which are overdue for payment but which are being contested in good faith by appropriate steps and in respect of which appropriate reserves have been made so long as any such proceedings or the continued existence of such lien shall not and may reasonably be considered unlikely to lead to the arrest, sale, forfeiture or loss of the Ship, or any interest in the Ship;

(g) liens (including possessory liens) for classification or scheduled dry docking whose aggregate cost does not exceed the Casualty Amount at any one time in respect of the Ship;

(h) liens for collision or salvage; and

(i) any other lien, the creation of which has been expressly permitted in writing by the Agent;

“Performance Liquidated Damages” means the amount of (i) the aggregate of all sums received by the Borrower under Article III and Article VII, Clause 8 of the Shipbuilding Contract and under the Regas Performance Guarantee, in excess of (ii) the aggregate of all sums paid or payable by the Borrower to the Charterer under Clause 6 and Clause 7 of the Charter;

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“Permitted Security” means any Security in favour of the Secured Parties or any of them created pursuant to the Security Documents and Permitted Liens;

“Pre-delivery Security Assignment” means the assignment of the Shipbuilding Contract and the Refund Guarantee required to be executed hereunder by the Borrower in favour of the Security Trustee, in agreed form;

“Pledge of Accounts” means the pledge of the Accounts required to be executed hereunder by the Borrower in favour of the Security Trustee;

“Proceedings” means any litigation, arbitration, legal action or complaint or judicial, quasi-judicial or administrative proceedings whatsoever arising or instigated by anyone in any court, tribunal, public office or other forum whatsoever and wheresoever (including, without limitation, any action for provisional or permanent attachment of any thing or for injunctive remedies or interim relief and any action instigated on an ex parte basis);

“Project Cost” means the aggregate at any time of costs then due or already paid in respect of:

(a) the Contract Instalments;

(b) plan approval costs, supervision costs, commissioning and other costs incurred in connection with the construction, delivery and outfitting of the Ship;

(c) costs of training and familiarisation of persons to be employed as crew of the Ship;

(d) fees (including legal fees), costs and expenses incurred by the Borrower prior to the Delivery Date in connection with the Transaction Documents;

(e) interest payable prior to the Delivery Date under this Agreement;

(f) Shareholder Loan Interest; and

(g) any other cost which the Agent and the Borrower agree to be included within the definition of Project Cost;

“Project Sponsor” means Suez SA, a company incorporated under the laws of France, having its registered office address at 16, rue de la Ville L’Evêque-75383, Paris, Cedex 08, France;

“Projected Debt Service” means, at any time, the projected aggregate of the amounts payable (excluding any prepayments) by the Borrower under this Agreement plus the net amount payable (or, as the case may be, minus the net amount receivable) by the Borrower under the Swap Contracts during the twelve-Month period following the date of a Debt Service Cover Compliance Certificate;

“Projected Debt Service Cover Ratio” means, at any time, the ratio of the Projected Net Earnings to the Projected Debt Service;

“Projected Net Earnings” means, at any time, the projected aggregate amount of the Charter Hire payments to be made to the Operating Account less the aggregate amount of the withdrawals to be made from the Operating Account pursuant to Clause 19.2.1(a) during the twelve-Month period following the date of a Debt Service Cover Compliance Certificate;

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“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the London Interbank Market in which case the Quotation Day will be determined by the Agent in accordance with market practice in the London Interbank Market (and if quotations would normally be given by leading banks in the London Interbank Market on more than one day, the Quotation Day will be the last of those days);

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property;

“Reference Banks” means the principal London offices of Calyon, DnB NOR Bank ASA and Sumitomo Mitsui Banking Corporation, Brussels Branch or such other banks as may be appointed by the Agent in consultation with the Borrower;

“Refund Guarantee” means the letter of guarantee issued by the Refund Guarantor in favour of the Borrower in respect of the Builder’s obligations under the Shipbuilding Contract;

“Refund Guarantor” means the Export-Import Bank of Korea;

“Regas Acceptance Date” means any date upon which the Ship has been accepted by Charterer under the Charter following successful completion of regasification trials;

“Regas Acceptance Loan” means the Loan to be made available on the Regas Acceptance Date for the payment of Shareholder Loan Interest;

“Regas Performance Guarantee” means the guarantee to be executed by the Regas Performance Guarantor on or before the Delivery Date in favour of the Borrower;

“Regas Performance Guarantee Assignment” means the assignment of the Regas Performance Guarantee required to be executed hereunder by the Borrower in favour of the Security Trustee, in agreed form;

“Regas Performance Guarantor” means the Export-Import Bank of Korea or the Korea Development Bank;

“Regas Rejection Date” means any date upon which the Ship has been rejected by the Charterer under the Charter following three consecutive failures of the regasification trials;

“Regas Rejection Remarketing Period” means the period commencing on the Regas Rejection Date and ending on the earlier of (a) the date falling six Months thereafter or (b) the date of the Replacement Charter;

“Regas Rejection Termination Right” means the right of termination of the Charter by the Charterer pursuant to Clause 7 of the Charter;

“Regas Tests Acceptance Certificate” means a certificate in the form of Schedule VI of the Charter, signed by the Borrower and the Charterer;

“Registry” means the office of such registrar, commissioner or representative of the Flag State who is duly authorised and empowered to register the Ship, the Borrower’s title to the Ship and the Mortgage under the laws and flag of the Flag State;

“Relevant Jurisdiction” means any jurisdiction in which the Borrower is incorporated;

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“Relevant Percentage” means 90 per cent., as such percentage may be reduced pursuant to Clause 7.11 (Effect on Commitment of other Lenders);

“Remarketing Conditions” means the conditions in the Vessel Sponsors’ Undertaking for the effectiveness of the Remarketing Undertaking, being the exercise by the Charterer of its No-Fault Termination Right or Regas Rejection Termination Right;

“Remarketing Period” means the No-Fault Termination Remarketing Period or the Regas Rejection Remarketing Period;

“Remarketing Undertaking” means the undertaking of the Vessel Sponsors to remarket the Ship as set out in the Vessel Sponsors’ Undertaking;

“Repayment Date” means the First Repayment Date and each of the dates falling at three-Monthly intervals thereafter up to and including the Termination Date;

“Repeating Representations” means each of the representations set out in Clause 17 (Representations) other than Clauses 17.3, 17.4, 17.5, 17.8, 17.9, 17.10, 17.12, 17.13, 17.20(c) and (d), 17.24 and 17.25;

“Replacement Charter” means a time charter of the Ship entered into by the Borrower with a charterer approved by the Lenders and on terms approved by the Lenders (acting reasonably);

“Requisition” means requisition for title or other compulsory acquisition, requisition, appropriation, expropriation, deprivation, forfeiture or confiscation howsoever for any reason of the Ship by any Government Entity or other competent authority, whether de jure or de facto, but shall exclude requisition for use or hire not involving requisition of title;

“Requisition Compensation” has the meaning given to that expression in the Deed of Covenant;

“Required Authorisation” means any authorisation, consent, declaration, licence, permit, exemption, approval or other document, whether imposed by or arising in connection with any law, regulation, custom, contract, security or otherwise howsoever which must be obtained at any time from any person, Government Entity, central bank or other self-regulating or supra-national authority in order to enable the Borrower lawfully to draw the Loan and/or perform all its obligations whatsoever whensoever arising and/or grant security under the relevant Security Documents and/or to ensure the continuous validity and enforceability thereof;

“Screen Rate” means the British Bankers’ Association Interest Settlement Rate for dollars for the relevant period, displayed on the appropriate page of the Reuters screen; if the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders;

“Secured Parties” means each Finance Party from time to time party to this Agreement and any Receiver or Delegate;

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

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“Security Documents” means

(a) this Agreement;

(b) the Charter Assignment;

(c) the Charter Consent and Agreement;

(d) the Deed of Covenant;

(e) the LHC Undertaking;

(f) the Manager’s Undertaking;

(g) the Mortgage;

(h) the Negative Pledge;

(i) the Pledge of Accounts;

(j) the Pre-delivery Security Assignment;

(k) the Regas Performance Guarantee Assignment;

(l) the Supervision Agreement Assignment;

(m) the Swap Contracts Assignment;

(n) the Vessel Sponsors’ Undertaking; and

(o) any other documents as may have been or shall from time to time after the date of this Agreement be executed (by, or with the agreement of, the Borrower) to guarantee and/or to govern and/or secure all or any part of the Loan, interest thereon and other moneys from time to time owing by the Borrower pursuant to this Agreement (whether or not any such document also secures moneys from time to time owing pursuant to any other document or agreement).

“Security Party” means any person (except a Finance Party) who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a Finance Document;

“Security Period” means the period commencing on the date of this Agreement and continuing for so long as any moneys are owing actually or contingently under the Security Documents and while any Loan and/or the Swap Liabilities remain outstanding;

“Selection Notice” means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 9 (Interest Periods);

“Shareholder Agreement” means the agreement amended and restated on, or about, the date of this Agreement entered into between MOL and HLNG;

“Shareholder Loan” means a loan made by a Vessel Sponsor to the Borrower to finance part of the Project Cost;

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“Shareholder Loan Agreement” means each agreement entered into between a Vessel Sponsor and the Borrower under which a Vessel Sponsor makes available Shareholder Loans to the Borrower;

“Shareholder Loan Interest” means at any time the interest that has accrued (using a notional interest rate of 8 per cent. per annum) in respect of a Shareholder Loan;

“Shareholder Loan Principal” means at any time the principal amount of a Shareholder Loan;

“Ship” means the 145,000 cbm shuttle and regasification LNG-carrier vessel currently known as Hull No. 1689, to be constructed and sold by the Builder to the Borrower pursuant to the Shipbuilding Contract;

“Shipbuilding Contract” means the shipbuilding contract dated 7 April 2006 as amended and supplemented by a side letter and a supplemental agreement no. 1 each dated 7 April 2006, as novated by a novation agreement dated on, or about, the date of this Agreement each entered into between the Borrower and the Builder in relation to the Ship;

“Specified Time” means a time determined in accordance with Schedule 6 (Timetables);

“Subsidiary” means a subsidiary within the meaning of section 736 of the Companies Act 1985;

“Supervision Agreement” means the construction management agreement in respect of the supervision of the construction of the Ship dated on, or about, the date of this Agreement entered into between the Borrower, MOL and Höegh LNG AS;

“Supervision Agreement Assignment” means the assignment of the Supervision Agreement required to be executed hereunder by the Borrower in favour of the Security Trustee;

“Swap Confirmation” in relation to any Swap Transaction, shall have the meaning given in the relevant Swap Contract;

“Swap Contract” means each MLA Swap Contract, the Additional Swap Contract and any Further Additional Swap Contract;

“Swap Contracts Assignment” means the assignment of the Swap Contracts by the Borrower in favour of the Security Trustee in agreed form;

“Swap Exposure” means at any date, the amount which a Swap Bank certifies would be the aggregate net amount in dollars which would be payable by the Borrower to that Swap Bank under the relevant Swap Contract if an Early Termination Event (as defined in the relevant Swap Contract) had occurred on that date in respect of all Swap Transactions entered into under the relevant Swap Contract;

“Swap Liabilities” means indebtedness incurred by the Borrower under the Swap Contracts;

“Swap Payment” means each net periodic payment payable under a Swap Contract or a net termination payment payable under a Swap Contract, by the Borrower to a Swap Bank or by a Swap Bank to the Borrower;

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“Swap Transaction” means a transaction entered into by the Borrower pursuant to a Swap Contract for the purpose of hedging the Borrower’s exposure under this Agreement to changes in LIBOR;

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

“Termination Date” means the date which is twelve years after the Delivery Date;

“Total Commitments” means the aggregate of the Commitments being USD300,000,000 at the date of this Agreement;

“Total Loss” means:

(a) actual, constructive, compromised or arranged total loss of the Ship; or

(b) Requisition; or

(c) the hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of the Ship (other than Requisition) by any Government Entity, or by persons allegedly acting or purporting to act on behalf of any Government Entity, unless the Ship be released and restored to the Borrower within twelve Months after such incident;

“Transaction Documents” means the Finance Documents and the Underlying Documents;

“Transaction Security” means the security constituted or intended to be constituted by the Security Documents;

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower;

“Transfer Date” means, in relation to a transfer, the later of:

(a) the proposed Transfer Date specified in the Transfer Certificate; and

(b) the date on which the Agent executes the Transfer Certificate;

“Trust Agreement” means the agreement required to be executed hereunder between the Borrower, the Lenders, the Swap Banks, the Agent and the Security Trustee in agreed form;

“Underlying Documents” means;

(a) the Charter;

(b) the Charter Ownership Undertaking;

(c) the Comfort Letter;

(d) the Information Sharing Letter;

(e) the Refund Guarantee;

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(f) the Regas Performance Guarantee;

(g) the Shareholder Agreement;

(h) the Shareholder Loan Agreements;

(i) the Shipbuilding Contract;

(j) the Supervision Agreement; and

(k) the Management Agreement;

“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Finance Documents;

“Utilisation” means a utilisation of the Facility;

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made;

“Utilisation Request” means a notice substantially in the form set out in Part I of Schedule 3 (Requests);

“VAT” means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature;

“Vessel Sponsors” means, together, HLNG and MOL; and

“Vessel Sponsors’ Undertaking” means the undertaking to be provided by the Vessel Sponsors to the Security Trustee, in agreed form.

1.2 Construction

1.2.1 Unless a contrary indication appears, any reference in this Agreement to:

(a) the “Agent”, the “Arranger”, any “Finance Party”, any “Lender”, the “Borrower” any “Swap Bank”, any “Security Party”, the “Security Trustee” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(b) a document in “agreed form” is a document which is previously agreed in writing by or on behalf of, the Borrower and the Agent, or, if not so agreed, is in the form specified by the Agent;

(c) “assets” includes present and future properties, revenues and rights of every description;

(d) a “Finance Document” or “Transaction Document” or any other agreement or instrument is a reference to that Finance Document, that Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

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(e) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(f) a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(g) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(h) a “provision of law” is a reference to that provision as amended or re-enacted; and

(i) a “time of day” is a reference to London time.

1.2.2 Section, Clause and Schedule headings are for ease of reference only.

1.2.3 A term defined in Clause 1.1 (Definitions) in the singular shall include the plural and in the plural shall include the singular.

1.2.4 Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

1.2.5 A Default or an Event of Default is “continuing” if it has not been remedied or waived.

1.2.6 If any party (the “First Party”) to a Transaction Document shall, subject to any required consents required by the terms of the Finance Documents, be replaced by way of transfer, assumption or novation by another party (the “Second Party”), upon such transfer, assumption or novation taking effect:

(a) all references in the Finance Documents to the First Party shall be deemed to be, and shall be construed as, references to the Second Party; and

(b) all Security constituted by the Security Documents shall continue in full force and effect including, where applicable, as Security for any obligations of the Second Party,

without the need for any amendment or supplement to the Finance Documents unless any amendment or supplement is otherwise required in connection with such transfer, assumption or novation.

1.3 Currency Symbols and Definitions

“dollars” and “USD” denote the lawful currency of the United States of America.

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1.4 Third party rights

Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.

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SECTION 2

THE FACILITY

2. THE FACILITY

2.1 The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrower a dollar term loan facility in an aggregate amount up to the Total Commitments.

2.2 Finance Parties’ rights and obligations

2.2.1 The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

2.2.2 The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from the Borrower shall be a separate and independent debt.

2.2.3 A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

3. PURPOSE

3.1 Purpose

The Borrower agrees that all amounts borrowed by it under the Facility shall be applied towards financing part of the Project Cost, provided that Shareholder Loan Interest may be financed only by a Regas Acceptance Loan.

3.2 Lease financing

3.2.1 In the event that the Borrower intends to enter into a UK or French tax-advantaged lease financing for the Ship with the Lease Arranger, the Finance Parties shall agree to amend the Finance Documents and enter into such other documentation as may be required so that the facility provided hereby can be used to support such lease financing, provided that:

(a) the terms and conditions of any amendments to the Finance Documents and any other documentation to be entered into by the Lenders are acceptable to the Finance Parties; and

(b) the Security to be provided to the Lenders and the Swap Banks shall, in the opinion of the Lenders and the Swap Banks, be of at least equivalent value to the Transaction Security.

3.2.2 In connection with the matters referred to in Clause 3.2.1, the Finance Parties shall act in good faith and in accordance with their respective normal internal procedures for considering these and similar matters.

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3.3 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4. CONDITIONS OF UTILISATION

4.1 Initial conditions precedent

4.1.1 The Borrower may not deliver a Utilisation Request unless the Agent has received all the documentation and other evidence listed in Part 1 of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

4.1.2 Subject to Clause 4.1.1, the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ Participation) in relation to any Utilisation (other than in respect of a Delivery Loan or a Regas Acceptance Loan) if, by the Specified Time on the proposed Utilisation Date for that Utilisation, the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to the Ship in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

4.1.3 The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ Participation) in relation to a Utilisation in respect of a Delivery Loan, if, by the Specified Time on the proposed Utilisation Date, the Agent has received all of the documents and other evidence listed in Part III of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

4.1.4 The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ Participation) in relation to a Utilisation in respect of a Regas Acceptance Loan, if by the Specified Time on the proposed Utilisation Date, the Agent has received a Certified Copy of the Regas Tests Acceptance Certificate. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

4.2 Further conditions precedent

4.2.1 The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the proposed Utilisation Date:

(a) it has received evidence of payment by the Borrower of the Equity Payment in settlement of that part of the Current Project Cost which will not be financed by the proposed Loan;

(b) no Default is continuing or would result from the proposed Loan;

(c) the Repeating Representations to be made by the Borrower are true in all material respects.

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SECTION 3

UTILISATION

5. UTILISATION

5.1 Delivery of a Utilisation Request

The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2 Completion of a Utilisation Request

5.2.1 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(a) the proposed Utilisation Date is a Business Day within the Availability Period;

(b) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

(c) the proposed Interest Period complies with Clause 9 (Interest Periods).

5.2.2 Only one Utilisation may be requested in each Utilisation Request.

5.3 Currency and amount

5.3.1 The currency specified in a Utilisation Request must be dollars.

5.3.2 The amount of the proposed Utilisation shall be the lesser of:

(a) the Available Facility; and

(b) an amount which, together with the aggregate amount of any prior Utilisations, does not exceed the Relevant Percentage of the Project Cost (excluding Shareholder Loan Interest other than in the case of a Regas Acceptance Loan).

5.4 Lenders’ participation

5.4.1 If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

5.4.2 The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

5.4.3 The Agent shall notify each Lender of the amount of each Loan and the amount of its participation in that Loan by the Specified Time.

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5.5 Cancellation of Commitment

The Total Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6. REPAYMENT

6.1 Repayment of Loans

6.1.1 Subject to Clause 6.1.2, the Borrower shall repay the Loans in consecutive quarterly instalments in the amounts (the “Repayment Instalments”) and on the dates (the “Repayment Dates”) as set out in Schedule 7 (Scheduled Repayments).

6.1.2 On the date upon which the First Repayment Date is finalised, the Agent and Borrower shall agree to amend the Repayment Instalments and the Repayment Dates so that the Borrower shall repay the Loans in consecutive quarterly instalments commencing on the First Repayment Date and thereafter at three-Monthly intervals up to and including the Termination Date, provided that the “balloon” instalment of USD164,993,957.31 set out in Schedule 7 (Scheduled Repayments) shall not be amended.

6.2 Reborrowing

The Borrower may not reborrow any part of the Facility which is repaid.

7. PREPAYMENT AND CANCELLATION

7.1 Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

(a) that Lender shall promptly notify the Agent upon becoming aware of that event;

(b) upon the Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled; and

(c) the Borrower shall repay that Lender’s participation in the Loans on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrowers or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

7.2 Mandatory Prepayment – Material Adverse Charge

If any event or circumstance occurs which the Majority Lenders reasonably believe might have a material adverse effect on the ability of HLNG, LHC or MOL to perform its obligations under the Finance Documents to which each is a party up to, as the case may be, (i) the Regas Acceptance Date or (ii) the end of the Regas Rejection Remarketing Period, the Borrower shall, within 45 days of receipt of notice from the Agent, prepay the Loans in full.

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7.3 Mandatory Prepayment - Total Loss

7.3.1 On the date falling 120 days after that on which the Ship becomes a Total Loss or, if earlier, on the date upon which the relevant insurance proceeds are, or Requisition Compensation is, received by the Borrower (or the Security Trustee or any other Finance Party pursuant to the Security Documents), the Borrower shall prepay the Loans.

7.3.2 For the purpose of this Agreement, a Total Loss shall be deemed to have occurred:

(a) in the case of an actual total loss of the Ship, on the actual date and at the time the Ship was lost or, if such date is not known, on the date on which the Ship was last reported;

(b) in the case of a constructive total loss of the Ship, upon the date and at the time notice of abandonment of the Ship is given to the then insurers of the Ship (provided a claim for total loss is admitted by such insurers) or, if such insurers do not immediately admit such a claim, at the date and at the time at which either a total loss is subsequently admitted by such insurers or a total loss is subsequently adjudged by a competent court of law or arbitration tribunal to have occurred;

(c) in the case of a compromised or arranged total loss of the Ship, on the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the then insurers of the Ship;

(d) in the case of Requisition, on the date upon which the relevant requisition of title or other compulsory acquisition occurs; and

(e) in the case of hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of the Ship (other than where the same amounts to Requisition of the Ship) by any Government Entity, or by persons allegedly acting or purporting to act on behalf of any Government Entity, which deprives the Borrower of the use of the Ship for more than 30 days, upon the expiry of the period of twelve Months after the date upon which the relevant incident occurred.

7.4 Mandatory Prepayment – sale of Ship

If the Ship is sold, the Borrower shall prepay the Loans in full on or before the date upon which the sale is completed by delivery of the Ship to the purchaser.

7.5 Mandatory Prepayment – termination of Shipbuilding Contract etc.

If any of the Shipbuilding Contract, the Refund Guarantee or the Regas Performance Guarantee is cancelled, terminated or rescinded for any reason other than by expiry in accordance with its terms, the Borrower shall prepay the Loans in full.

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7.6 Mandatory Prepayment – termination of Charter

7.6.1 If the Charter is cancelled, terminated or rescinded for any reason other than the exercise by the Charterer of the No-Fault Termination Right or the Regas Rejection Termination Right, the Borrower shall prepay the Loans in full.

7.6.2 If the Charter is terminated pursuant to the exercise by the Charterer of the No-Fault Termination Right, the Borrower shall prepay the Loans in an amount equal to the Charter Termination Fee, such prepayment shall pro tanto satisfy the obligations under Clause 6.1 (Repayment of Loans) and shall be applied pro rata against the outstanding repayment instalments.

7.6.3 If the Charter is terminated pursuant to the exercise by the Charterer of the Regas Rejection Termination Right, the Borrower shall, within five Business Days of the Regas Rejection Date, prepay the Loans in an amount equal to the aggregate of:

(a) the Performance Liquidated Damages; and

(b) the Additional Equity Prepayment;

and such prepayments shall pro tanto satisfy the obligations under Clause 6.1 (Repayment of Loans) and shall be applied pro rata against the outstanding repayment instalments.

7.7 Mandatory Prepayment – remarketing of Ship

7.7.1 During the Remarketing Period:

(a)	(i)	following exercise by the Charterer of the Regas Rejection Termination Right, the Borrower shall apply the Additional Equity Debt Service Provision from time to time to meet its payment obligations under this Agreement and under the Swap Contracts; or
	(ii)	following the exercise by the Charterer of the No-fault Termination Right, the Borrower shall apply the Debt Service Reserve from time to time to meet its payment obligations under this Agreement and under the Swap Contracts; and
(b)	the Borrower shall not make any payments, prepayments or repayments in respect of a Shareholder Loan, but interest on a Shareholder Loan may be capitalised.

7.7.2 If a Replacement Charter is entered into during the Remarketing Period:

(a) the Lenders shall continue to make the Loans then outstanding available to the Borrower (subject to any amendment of the Finance Documents which may have been a condition to the Lenders’ approval of the Replacement Charter);

(b) in the case of the No-Fault Termination Remarketing Period, the Debt Service Reserve shall be adjusted to reflect the reduced debt service requirement resulting from the prepayment pursuant to Clause 7.6.2; and

(c) the Lenders will consider in good faith (taking into account the terms and nature of the Replacement Charter) any request by the Borrower for additional finance for the Ship (without incurring an obligation to pay any fees for the arrangement of such finance) in an amount of up to the aggregate of the amounts prepaid under Clause 7.6.2 or Clause 7.6.3 (as applicable).

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7.7.3 If a Replacement Charter has not been entered into by the end of the Remarketing Period, the Borrower shall prepay the Loans in full.

7.7.4 If any part of the Additional Equity Debt Service Provision is not utilised by the Borrower pursuant to Clause 7.7.1 (a)(i), at the end of the Regas Rejection Remarketing Period in circumstances where no Replacement Charter has been entered into, such amount shall be applied in pro tanto satisfaction of the Borrower’s obligation under Clause 7.7.3.

7.7.5 If any part of the Additional Equity Debt Service Provision is not utilised by the Borrower pursuant to Clause 7.7.1 (a)(i), at the end of the Regas Rejection Remarketing Period in circumstances where a Replacement Charter has been entered into, such amount (or part thereof) as in the opinion of the Lenders (acting reasonably) is necessary to reduce the Loans to ensure debt service by the charter hire payable under the Replacement Charter shall be applied in prepayment of the Loans pro rata against the outstanding repayment instalments.

7.8 Voluntary cancellation

The Borrower may, if they give the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of USD10,000,000) of the Total Commitments. Any cancellation under this Clause 7.8 shall reduce the Commitments of the Lenders rateably.

7.9 Voluntary prepayment of Loans

7.9.1 The Borrower may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, prepay the whole or any part of any Loan (but, if in part, being an amount that reduces the amount of that Loan by a minimum amount of USD10,000,000 and, if more, in multiples of USD1,000,000).

7.9.2 A Loan may only be prepaid after the first day on which the Available Facility is zero.

7.9.3 Any prepayment under this Clause 7.9 shall satisfy the obligations under Clause 6.1 (Repayment of Loans) in inverse order of maturity.

7.10 Right of repayment and cancellation in relation to a single Lender

7.10.1 If:

(a) any sum payable to any Lender by the Borrower is required to be increased under Clause 12.2 (Tax Gross-up); or

(b) any Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13 (Increased costs),

the Borrower may, whilst the circumstance giving rise to the requirement for indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans.

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7.10.2 On receipt of a notice referred to in Clause 7.10.1 , the Commitment of that Lender shall immediately be reduced to zero.

7.10.3 On the last day of the then current Interest Period which ends after the Borrower has given notice under Clause 7.10.1 (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in that Loan.

7.11 Effect on Commitment of other Lenders

If the Commitment of any Lender is reduced or cancelled pursuant to any provision of this Agreement, the Relevant Percentage shall be reduced by the same proportion as, before such reduction or cancellation, the Available Commitment of the Lender whose Commitment was reduced or cancelled bore to the Total Commitments.

7.12 Effect on Swap Contracts

On or prior to any repayment or prepayment of any part of a Loan, or if any part of the Facility in respect of which a Swap Transaction has been entered into is not utilised under this Agreement prior to the end of the Availability Period, the Borrower shall wholly or partially reverse, unwind, offset or terminate (and settle at the then mark-to-market valuation) one or more of the Swap Transactions forming part of the Swap Contracts in the following order:

(a) first, any Further Additional Swap Contracts;

(b) secondly, the Additional Swap Contract;

(c) thirdly, the MLA Swap Contracts (provided that the Borrower shall reverse, unwind, offset or terminate such Swap Transactions in equal amounts),

so that the aggregate notional principal amount of the continuing Swap Transactions does not exceed 110 per cent. of the amount of the Loans and the Borrower shall at the same time supply a Hedging Compliance Certificate to the Agent setting out computations (in reasonable detail) as to compliance with this Clause 7.11 and Clause 8.5.2 as at that date.

7.13 Restrictions

7.13.1 Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

7.13.2 Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

7.13.3 The Borrower may not reborrow any part of the Facility which is prepaid.

7.13.4 The Borrower shall not repay or prepay all or any part of a Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

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7.13.5 No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

7.13.6 If the Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

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SECTION 5

COSTS OF UTILISATION

8. INTEREST

8.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin;

(b) LIBOR; and

(c) Mandatory Cost, if any.

8.2 Payment of interest

The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period (and, if the Interest Period is longer than three Months, on the dates falling at three-Monthly intervals after the first day of the Interest Period).

8.3 Default interest

8.3.1 If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to Clause 8.3.2 below, is one per cent higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 8.3 (Default Interest) shall be immediately payable by the Borrower on demand by the Agent.

8.3.2 If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period:

(a) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(b) the rate of interest applying to the overdue amount during that first Interest Period shall be one per cent. higher than the rate which would have applied if the overdue amount had not become due.

8.3.3 Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

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8.4 Notification of rates of interest

The Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement.

8.5 Interest Rate Hedging

8.5.1 On the first Utilisation Date, following receipt of confirmation from the Agent that all relevant conditions precedent have been satisfied pursuant to Clause 4 (Conditions of Utilisation):

(a) the Original Swap Contract shall be novated and amended so that:

(i) each Swap Bank is a party to a MLA Swap Contract (and each MLA Swap Contract shall be on the same terms and for the same notional principal amounts), and

(ii) the Swap Liabilities in respect thereof are secured by the Transaction Security;

(b) the Additional Swap Contract and any Further Additional Swap Contract shall be amended so that the Swap Liabilities in respect thereof are secured by the Transaction Security.

8.5.2 The Borrower shall ensure that, on the Utilisation Date for the Delivery Loan and at all times thereafter during the Security Period, the aggregate notional principal amounts of the then current Swap Transactions is equal to or greater than 90 per cent. of the amount of the Loans.

9. INTEREST PERIODS

9.1 Selection of Interest Periods

9.1.1 The Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan has already been borrowed) in a Selection Notice.

9.1.2 Each Selection Notice for a Loan is irrevocable and must be delivered to the Agent by the Borrower not later than the Specified Time.

9.1.3 If a Borrower fails to deliver a Selection Notice to the Agent in accordance with Clause 9.1.2 above, the relevant Interest Period will, subject to Clause 9.2 (Changes to Interest Periods), be three Months.

9.1.4 Subject to this Clause 9 (Interest Periods), the Borrower may select an Interest Period of three Months or any other period agreed between the Borrower and the Agent (acting on the instructions of all the Lenders). In addition the Borrower may select an Interest Period of less than one Month, if necessary to ensure that the Loan has an Interest Period ending on a Repayment Date.

9.1.5 An Interest Period for a Loan shall not extend beyond the Termination Date.

9.1.6 Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

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9.2 Changes to Interest Periods

If an Interest Period would otherwise overrun a Repayment Date, such Interest Period shall end on such Repayment Date.

9.3 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

9.4 Consolidation of Loans

The first Interest Period applicable to the second and any subsequent Loan shall end on the last day of the Interest Period applicable to the Loan then current, whereupon those Loans will be consolidated into, and treated as, a single Loan.

10. CHANGES TO THE CALCULATION OF INTEREST

10.1 Absence of quotations

Subject to Clause 10.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

10.2 Market disruption

10.2.1 If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(a) the Margin;

(b) the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and

(c) the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.

10.2.2 In this Agreement “Market Disruption Event” means:

(a) at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR for dollars for the relevant Interest Period; or

(b) before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35 per cent. of that Loan) that the cost to it or them of obtaining matching deposits in the London Interbank Market would be in excess of LIBOR.

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Alternative basis of interest or funding

10.2.3 If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

10.2.4 Any alternative basis agreed pursuant Clause 10.2.3 above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

10.3 Break Costs

10.3.1 The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

10.3.2 Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

11. FEES

11.1 Commitment fee

11.1.1 The Borrower shall pay to the Agent (for the account of each Lender) a fee computed at the rate of 0.20 per cent. per annum on that Lender’s Available Commitment for the Availability Period.

11.1.2 The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

11.2 Arrangement fee

The Borrower shall pay to the Arranger (for its own account) an arrangement fee in the amount and at the times agreed in the Fee Letter.

11.3 Agency fee

The Borrower shall pay to the Agent (for its own account) the agency fee in the amount and at the times agreed in the Fee Letter.

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SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

12. TAX GROSS UP AND INDEMNITIES

12.1 Definitions

12.1.1 In this Agreement:

“Tax Credit” means a credit against, relief or remission for, or repayment or refund of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document (other than a Swap Contract).

“Tax Payment” means either the increase in a payment made by the Borrower to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

12.1.2 Unless a contrary indication appears, in this Clause 12 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

12.2 Tax gross-up

12.2.1 The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

12.2.2 The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower.

12.2.3 If a Tax Deduction is required by law to be made by the Borrower, the amount of the payment due from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

12.2.4 If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

12.2.5 Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authority.

12.2.6 The Agent, the Lenders and the Borrower shall cooperate in completing any procedural formalities necessary for the Borrower to make payments to all Lenders without a Tax Deduction.

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12.3 Tax indemnity

12.3.1 The Borrower shall (within three Business Days of demand by the Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Finance Party in respect of a Finance Document.

12.3.2 Clause 12.3.1 shall not apply:

(a) with respect to any Tax assessed on a Finance Party:

(i) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or is engaged or deemed to be engaged in a trade or a business or has a presence for tax purposes; or

(ii) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(b) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 12.2 (Tax gross-up).

12.3.3 A Finance Party making, or intending to make a claim under Clause 12.3.1 shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.

12.3.4 A Finance Party shall, on receiving a payment from the Borrower under this Clause 12.3, notify the Agent.

12.4 Tax Credit

If the Borrower makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(b) that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Borrower which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower.

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12.5 Stamp taxes

The Borrower shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

12.6 Value added tax

12.6.1 All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any VAT. If VAT is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT.

12.6.2 Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that it is not entitled to credit or repayment or refund of the VAT.

13. INCREASED COSTS

13.1 Increased costs

13.1.1 Subject to Clause 13.3 (Exceptions) the Borrower shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

13.1.2 In this Agreement “Increased Costs” means:

(a) a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(b) an additional or increased cost; or

(c) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

13.2 Increased cost claims

13.2.1 A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

13.2.2 Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its increased costs and providing reasonable detail as to the computation of such amount.

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13.3 Exceptions

13.3.1 Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

(a) attributable to a Tax Deduction required by law to be made by the Borrower;

(b) compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in Clause 12.3.2 applied);

(c) compensated for by the payment of the Mandatory Cost; or

(d) attributable to breach by, the relevant Finance Party or its Affiliates of any law or regulation, which breach is wilful or attributable to the gross negligence of that party.

13.3.2 In this Clause 13.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 12.1 (Definitions).

14. OTHER INDEMNITIES

14.1 Currency indemnity

14.1.1 If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(a) making or filing a claim or proof against the Borrower;

(b) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Borrower shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

14.1.2 The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2 Other indemnities

The Borrower shall, within five Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(a) the occurrence of any Event of Default;

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(b) a failure by the Borrower to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 (Sharing among the Finance Parties);

(c) funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

14.3 Indemnity to the Agent

The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(a) investigating any event which it reasonably believes is a Default; or

(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

14.4 Environmental indemnity

The Borrower shall indemnify each Finance Party on demand and hold it harmless from and against all costs, claims, expenses, payments, charges, losses, demands, liabilities, actions, Proceedings (civil or criminal), penalties, fines, damages, judgements, orders or sanctions which may be incurred or made or asserted whensoever against such Finance Party at any time, whether before or after the repayment in full of principal and interest under this Agreement, arising howsoever out of an Environmental Claim made or asserted against such Finance Party (and in respect of which the Borrower has been consulted by that Finance Party) which would not have been, or been capable of being, made or asserted against such Finance Party had it not entered into any of the Finance Documents or been involved in any of the resulting or associated transactions.

14.5 Exclusions

The indemnities contained in this Clause 14 shall not extend to any claim or liability of a Finance Party to the extent that such claim or liability:

(a) is one in respect of which that Finance Party is expressly and specifically indemnified and has received and is entitled to retain such indemnity under any other provision of this Agreement or any other Finance Document; or

(b) is a cost or expense (including but not limited to normal administrative costs or overhead expenses) which the Finance Parties have agreed to bear under this Agreement or any other Finance Document; or

(c) is directly and exclusively caused by any failure on the part of that Finance Party to comply with any of its obligations under the Finance Documents.

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15. MITIGATION BY THE LENDERS

15.1 Mitigation

15.1.1 Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross-up and indemnities), Clause 13 (Increased costs) or Schedule 4 (Mandatory Cost formula) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office or to another financial institution reasonably acceptable to the Borrower and the Agent.

15.1.2 Clause 15.1.1 above does not in any way limit the obligations of the Borrower under the Finance Documents.

15.2 Limitation of liability

15.2.1 The Borrower shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15 (Mitigation by Lenders).

15.2.2 A Finance Party is not obliged to take any steps under Clause 15 (Mitigation by Lenders) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

16. COSTS AND EXPENSES

16.1 Transaction expenses

The Borrower shall promptly on demand pay the Agent the amount of all costs and expenses (including legal fees in amounts agreed by the Borrower) reasonably incurred by any of them (and in respect of which prior notice has been given to the Borrower) in connection with the negotiation, preparation, printing, execution and syndication of:

(a) this Agreement and any other documents referred to in this Agreement; and

(b) any other Finance Documents executed after the date of this Agreement.

16.2 Amendment costs

If the Borrower requests an amendment, waiver or consent, the Borrower shall, within five Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

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16.3 Enforcement costs

The Borrower shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

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SECTION 7

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

17. REPRESENTATIONS

The Borrower makes the representations and warranties set out in this Clause 17 to each Finance Party on the date of this Agreement.

17.1 Status

17.1.1 It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

17.1.2 It has the power to own its assets and carry on its business as it is being conducted.

17.2 Share capital and ownership

The Borrower has an authorised share capital of USD50,000 divided into 50,000 shares with a nominal value of USD1.00 each, all of which shares have been issued and the legal title and beneficial ownership of those shares is held, free of any Security or other claim, by HLNG as to 50 per cent. and by MOL as to 50 per cent.

17.3 Required Authorisations

All Required Authorisations have been obtained and are in full force and effect.

17.4 Binding obligations

The obligations expressed to be assumed by it in each Transaction Document are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation), legal, valid, binding and enforceable obligations and each Security Document to which it is a party creates the security interests which that Security Document purports to create and those security interests are valid and effective.

17.5 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents, and the granting of the Transaction Security, do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) its constitutional documents; or

(c) in any material respect, any agreement or instrument binding upon it or any of its assets.

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17.6 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Transaction Documents to which it is a party and the transactions contemplated by those Transaction Documents, and no limit on its powers will be exceeded as a result of the borrowing, grant of security, or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.

17.7 Validity and admissibility in evidence

All Authorisations required or desirable:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and

(b) to make the Transaction Documents to which it is a party admissible in evidence in the Relevant Jurisdiction,

have been obtained or effected and are in full force and effect, except any Authorisations referred to in Clause 17.10 (No filing or stamp taxes).

17.8 Governing law and enforcement

17.8.1 The choice of English law as the governing law of the Finance Documents (other than the Mortgage) will be recognised and enforced in the Relevant Jurisdictions.

17.8.2 Any judgment obtained in England in relation to a Finance Document will be recognised and enforced in the Relevant Jurisdiction.

17.9 Deduction of Tax

It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document.

17.10 No filing or stamp taxes

Under the law of the Relevant Jurisdiction it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents except for the registration of the Mortgage which will be completed at the Delivery Date.

17.11 No default

17.11.1 No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation or the entry into, or performance of, or any transaction contemplated by, the Transaction Documents.

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17.11.2 No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which might have a Material Adverse Effect.

17.12 No misleading information

17.12.1 Any written factual information provided by the Borrower in connection with the Facility was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

17.12.2 Any financial projections provided by the Borrower in connection with the Facility have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

17.12.3 Nothing has occurred or been omitted from the information so provided and no information has been given or withheld that results in the information so provided being untrue or misleading in any material respect.

17.13 No proceedings pending or threatened

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief, having made due and careful enquiry) been started or threatened against the Borrower.

17.14 No breach of laws

It has not breached any law or regulation which will breach or is reasonably likely to have a Material Adverse Effect.

17.15 Security and Financial Indebtedness

17.15.1 No Security exists over the Charged Property other than Permitted Security.

17.15.2 The Borrower has no Financial Indebtedness outstanding other than as permitted by this Agreement.

17.16 Ranking

The Transaction Security has or will have first ranking priority and it is not subject to any prior ranking or pari passu ranking Security.

17.17 Good title to assets

It has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

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17.18 Legal and beneficial ownership

It is the sole legal and beneficial owner of the respective assets over which it purports to grant Security.

17.19 Shares

The shares of the Borrower which are subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights.

17.20 Environmental Matters

Except as may already have been disclosed by the Borrower in writing to, and acknowledged in writing by, the Agent:

(a) the Borrower and the Operator and, to the best of the Borrower’s knowledge and belief (having made due enquiry), their respective Environmental Affiliates have complied with the provisions of all Environmental Laws in relation to the Ship;

(b) the Borrower and the Operator and, to the best of the Borrower’s knowledge and belief (having made due enquiry), their respective Environmental Affiliates have obtained all Environmental Approvals in relation to the Ship and are in compliance with all such Environmental Approvals;

(c) no Environmental Claim has been made or threatened or pending against the Borrower, the Operator or, to the best of the Borrower’s knowledge and belief (having made due enquiry), any of their respective Environmental Affiliates; and

(d) there has been no Environmental Incident.

17.21 Taxation

17.21.1 It has duly and punctually paid and discharged all Taxes imposed upon it or its assets within the time period allowed without incurring penalties (save to the extent that (i) payment is being contested in good faith, (ii) it has maintained adequate reserves for those Taxes and (iii) payment can be lawfully withheld).

17.21.2 It is not materially overdue in the filing of any Tax returns.

17.22 Compliance with Money Laundering Regulation

On the date hereof and on each day throughout the Security Period, in relation to the borrowing by the Borrower of the Loans, the performance and discharge of its obligations and liabilities under this Agreement or any of the other Finance Documents and the transactions and other arrangements effected or contemplated by this Agreement or any of the other Finance Documents to which the Borrower is a party, it is acting for its own account and that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure which has been implemented to combat “money laundering” (as defined in Article 1 of the Directive (91/308/EEC), as amended, of the Council of the European Communities).

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17.23 No Winding-up

The Borrower has not taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledge and belief) threatened against the Borrower its winding-up, dissolution, administration or otherwise for the appointment of a receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of it or of any or all of its assets or revenues.

17.24 No material adverse change

No event or circumstance has occurred which (to the best of its knowledge and belief) might have a Material Adverse Effect.

17.25 Underlying Documents

17.25.1 The Certified Copies or originals of the Underlying Documents delivered or to be delivered to the Agent pursuant to Clause 18.1 (Information: miscellaneous):

(a) are, or will when delivered be, true and complete copies or, as the case may be, originals of such documents;

(b) constitute valid and binding obligations of the parties thereto; and

(c) comprise the entire agreement between the parties to such documents and there have been no amendments or variations thereof.

17.25.2 All conditions precedent to the effectiveness of the Underlying Documents and of the obligations of the parties thereunder, have been fulfilled.

17.25.3 The Borrower is in compliance with all its obligations under the Underlying Documents to which it is a party and, to the best of the Borrower’s knowledge and belief, no other party to an Underlying Document is in material default of its obligations thereunder.

17.26 Repetition

17.26.1 The Repeating Representations are deemed to be made by the Borrower by reference to the facts and circumstances then existing on the date of each Utilisation Request and the first day of each Interest Period.

17.26.2 The Borrower shall, on the Delivery Date, be deemed to represent that save for Permitted Liens the Ship is in the sole, unencumbered legal and beneficial ownership of the Borrower, operationally seaworthy and in every way fit for service and is classed with the Classification, free of all requirements and overdue recommendations of the Classification Society.

18. INFORMATION UNDERTAKINGS

The undertakings in this Clause 18 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

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18.1 Financial statements

The Borrower shall supply to the Agent in sufficient copies for all the Lenders:

18.1.1 as soon as the same become available, but in any event within 120 days after the end of each of its financial years, its audited consolidated financial statements for that financial year; and

18.1.2 as soon as the same become available, but in any event within 90 days after the end of each semi-annual period of each of its financial years, its unaudited consolidated financial statements for that semi-annual period.

18.2 Requirements as to financial statements

18.2.1 Each set of financial statements delivered by the Borrower pursuant to Clause 18.1 (Financial statements) shall be certified by a director of the Borrower as fairly representing its financial condition as at the date as at which those financial statements were drawn up.

18.2.2 The Borrower shall procure that each set of financial statements delivered pursuant to Clause 18.1 (Financial statements) is prepared using IFRS.

18.2.3 The Borrower shall procure that each set of financial statements delivered pursuant to Clause 18.1.1 has been audited by Ernst & Young or any other internationally recognised firm of independent auditors.

18.2.4 The Borrower shall procure that each set of financial statements delivered pursuant to Clause 18.1 (Financial Statements) are in English or accompanied by a certified translation into English.

18.3 Information: miscellaneous

The Borrower shall supply to the Agent:

(a) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against the Borrower, and which might, if adversely determined, have a Material Adverse Effect;

(b) promptly, all such information as any Finance Party (through the Agent) may from time to time reasonably require regarding the Ship, her employment, position and engagements, particulars of all towages and salvages, and copies of all charters and other contracts for her employment, or otherwise howsoever concerning her;

(c) promptly upon becoming aware of them, the details of:

(i) any damage to the Ship (and any insurance claim made in respect thereof) requiring repairs the cost of which will or is reasonably likely to exceed the Casualty Amount;

(ii) any occurrence in consequence of which the Ship has or may become a Total Loss;

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(iii) any requisition of the Ship for hire;

(iv) any requirement or recommendation made by any insurer or the Classification Society or by any competent authority which is not, or cannot be, complied with in accordance with its terms;

(v) any arrest or detention of the Ship or any exercise or purported exercise of a lien or other claim on the Ship or the Earnings or Insurances for the Ship or any part thereof;

(vi) any petition or notice of meeting to consider any resolution to wind up the Borrower (or any event analogous thereto under the laws of the place of its incorporation);

(vii) any threatened or actual withdrawal of any ISM Code Documentation;

(viii) the making of any Environmental Claim against the Borrower or the Operator or any of its Environmental Affiliates or of the occurrence of any Environmental Incident which may give rise to any such Environmental Claim; or

(ix) the issue of any ISM Code Documentation (and promptly on request, to deliver a copy (certified as a true copy by the Borrower) of all ISM Code Documentation to the Agent) or of the receipt by any Operator of notification that any application for the same has been refused;

(d) promptly, such further information regarding the financial condition, business and operations of the Borrower as any Finance Party (through the Agent) may reasonably request;

18.4 Notification of default

18.4.1 The Borrower shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless the Borrower is aware that a notification has already been provided by the Borrower).

18.4.2 Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

18.5 “Know your customer” checks

If:

(a) the introduction of or change in (or the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(b) any change in the status of the Borrower or the composition of the shareholders of the Borrower after the date of this Agreement; or

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(c) a proposed assignment by a Lender of any of its rights under this Agreement obliges the Lender (or, in the case of paragraph (c) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of the Lender) or any Lender (for itself or, in the case of the event described in paragraph (c) above, on behalf of any prospective new Lender) in order for the Agent or any Lender or, in the case described in paragraph (c) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

19. ACCOUNTS

19.1 General

19.1.1 The Borrower undertakes with each Finance Party that it will:

(a) on or before issue of the Utilisation Request for the first Utilisation, open each of the Accounts; and

(b) procure that all moneys payable to it in respect of:

(i) the Accelerated Equity;

(ii) the Additional Equity;

(iii) the Charter Hire;

(iv) the Charter Termination Fee;

(v) each Drydocking Cost Payment;

(vi) each Drydocking Cost Reimbursement (unless paid directly by the Charterer to the relevant shipyard);

(vii) each Equity Payment;

(viii) the Performance Liquidated Damages; and

(ix) each Swap Payment;

(x) any other Earnings,

shall, unless and until the Agent (acting on the instructions of the Majority Lenders) directs to the contrary, be paid to the Operating Account.

19.1.2 Each Borrower agrees that if any of the moneys paid to the Operating Account are payable in a currency other than USD, the Account Bank shall (and the Borrower hereby irrevocably instructs the Account Bank to) convert such moneys into USD at the Account Bank’s spot rate of exchange at the relevant time for the purchase of USD with such currency and the term “spot rate of exchange” shall include any costs of exchange payable in connection with the purchase of USD with such currency.

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19.2 Operating Account

Unless the Agent (acting on the instructions of the Majority Lenders) otherwise agrees in writing, the Borrower shall not be entitled to withdraw any moneys from the Operating Account at any time during the Security Period except that, unless and until a Default shall occur and the Agent (acting on the instructions of the Majority Lenders) shall direct to the contrary, moneys credited to the Operating Account may be applied by the Borrower as follows:

19.2.1 on a Charter Hire Payment Date, the Charter Hire received may be applied for the following purposes in the following order:

(a) first, to pay, pro rata, (i) to the Manager the operating costs of the Ship (but not exceeding an amount equal to 110 per cent. of the amount which is the lesser of (aa) the operating cost component of the Charter Hire and (bb) the operating costs payable monthly under the Management Agreement); (ii) premiums due in respect of Insurances and any Taxes then due for payment by the Borrower; and (iii) fees due to the Manager under the Management Agreement;

(b) secondly, to transfer to the Debt Service Retention Account on each Debt Service Retention Date all or part of the Debt Service Retention Amount for such Debt Service Retention Date;

(c) thirdly, to make payments to the Debt Service Reserve Account up to amount of the Debt Service Reserve; and

(d) fourthly, to make payments either:

(i) to the Dividend Distribution Account, provided the following conditions have been satisfied (the “Dividend Release Conditions”):

(aa) the first repayment has been made pursuant to Clause 6.1 (Repayment of Loans); and

(bb) no Event of Default has occurred which is continuing; and

(cc) the Debt Service Retention Account is funded to the extent required by the definition of Debt Service Retention Amount and the Debt Service Reserve Account is fully funded; and

(dd) the Agent has received from the Borrower a Debt Service Cover Compliance Certificate confirming that the Historical Debt Service Cover Ratio is no less than 1.2 : 1.0 and the Projected Debt Service Cover Ratio is no less than 1.2 : 1.0; and

(ee) the Charterer has not given notice to terminate the Charter;

or, if the Dividend Release Conditions have not been satisfied,

(ii) to the Dividend Lock-Up Account;

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19.2.2 on a Utilisation Date, the Equity Payment received may be applied against the Current Project Cost;

19.2.3 the Additional Equity received from the Vessel Sponsors pursuant to the Vessel Sponsors’ Undertaking may be applied:

(a) in payment of accrued interest due under Clause 8.2 (Payment of Interest);

(b) in payment of Swap Payments due to a Swap Bank under a Swap Contract;

(c) in payment of the Additional Equity Prepayment pursuant to Clause 7.6.3;

(d) in payment of the Additional Equity Debt Service Provision pursuant to Clause 7.7.1(a); and

(e) in prepayment of the Loans pursuant to Clause 7.7.4 or Clause 7.7.5.

19.2.4 the Accelerated Equity received may be paid to the Debt Service Reserve Account pursuant to Clause 24.16(b);

19.2.5 a Drydocking Cost Payment or a Drydocking Cost Reimbursement may be applied in payment of a Drydocking Cost;

19.2.6 a Drydocking Cost Reimbursement may be paid to the Vessel Sponsors in reimbursement of a Drydocking Cost Payment (notwithstanding any restriction in this Agreement or in the Vessel Sponsors’ Undertaking which might otherwise operate to restrict such payment to the Vessel Sponsors);

19.2.7 the Charter Termination Fee received may be applied in prepayment of the Loans pursuant to Clause 7.5.2;

19.2.8 the Performance Liquidated Damages may be applied in prepayment of the Loans pursuant to Clause 7.5.3; and

19.2.9 The Debt Service Reserve may be applied against the Borrower’s payment obligations under this Agreement pursuant to Clause 7.6.1 (a) (ii).

19.3 Debt Service Retention Account

19.3.1 The Borrower undertakes with each Finance Party that, throughout the Security Period, it will, on each Debt Service Retention Date pay to the Account Bank for credit to the Debt Service Retention Account, the Debt Service Retention Amount for such date provided however that, to the extent that there are moneys standing to the credit of the Operating Account as at the relevant Debt Service Retention Date, such moneys shall, up to an amount equal to the Debt Service Retention Amount, in accordance with Clause 19.2.1 (b) be transferred to the Debt Service Retention Account on that Debt Service Retention Date (and the Borrower hereby irrevocably authorises the Account Bank to effect each such transfer) and to that extent the Borrower’s obligations to make the payments referred to in this Clause 19.3.1 shall have been fulfilled upon such transfer being effected.

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19.3.2 Unless and until there shall occur an Event of Default (whereupon the provisions of Clause 19.7 (Application of Accounts) shall apply), all Debt Service Retention Amounts credited to the Debt Service Retention Account together with interest from time to time accruing or at any time accrued thereon must be applied by the Account Bank (and the Borrower hereby irrevocably authorises the Account Bank so to apply the same) upon each Repayment Date and/or on each day that interest is payable pursuant to Clause 8.2 (Payment Interest), and/or on each day that a Swap Payment is due to a Swap Bank pursuant to the relevant Swap Confirmation in or towards payment to the Agent or the relevant Swap Bank, as the case may be, of the Repayment Instalment then falling due for payment or, the amount of interest then due or the Swap Payment then due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s corresponding payment obligations under this Agreement or the relevant Swap Contract (as applicable) but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same.

19.3.3 Unless the Agent (acting on the instructions of the Majority Lenders) otherwise agrees in writing, the Borrower shall not be entitled to withdraw any moneys from the Debt Service Retention Account at any time during the Security Period other than pursuant to Clause 19.3.2.

19.4 Debt Service Reserve Account

Unless the Agent (acting on the instructions of the Majority Lenders) otherwise agrees in writing, the Borrower shall not be entitled to withdraw any moneys from the Debt Service Reserve Account at any time during the Security Period other than pursuant to Clause 19.2.9.

19.5 Dividend Distribution Account

Unless and until a Default shall occur and is continuing and the Agent (acting on the instructions of the Majority Lenders) shall direct to the contrary, the Borrower may withdraw moneys from the Dividend Distribution Account for any purpose.

19.6 Dividend Lock-Up Account

19.6.1 Subject to Clause 19.6.2, unless the Agent (acting on the instructions of the Majority Lenders) otherwise agrees in writing, the Borrower shall not be entitled to withdraw any moneys from the Dividend Lock-Up Account.

19.6.2 Sums credited to the Dividend Lock-Up Account shall be transferred to the Dividend Distribution Account upon the written request of the Borrower from time to time and provided that the Dividend Release Conditions are then satisfied.

19.7 Application of accounts

At any time after the occurrence of an Event of Default, the Agent may (and on the instructions of the Majority Lenders shall), without notice to the Borrower, instruct the Account Bank to apply all moneys then standing to the credit of the Accounts or any of them (together with interest from time to time accruing or accrued thereon) in or towards satisfaction of any sums due to the Finance Parties or any of them under the Finance Documents.

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19.8 Charging of accounts

The Accounts and all amounts from time to time standing to the credit thereof shall be subject to the security constituted and the rights conferred by the Accounts Mortgages.

20. SHIP COVENANTS

The undertakings in this Clause 20 will become effective on the Delivery Date (unless stated otherwise) and shall remain in force from that date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

20.1 Ship’s name and registration

20.1.1 The Borrower agrees:

(a) not to change the name of the Ship without prior notification to the Agent; and

(b) to keep the Ship registered in its name under the laws of an Approved Flag and not to permit its registration under any flag or at any other port without the prior written consent of the Agent and the Lenders.

20.1.2 If the flag State becomes involved in war or civil war or there is a seizure of power in the Flag State by unconstitutional means the Agent may notify the Borrower that it requires the flag and registry of the Vessel to be changed to another Approved Flag whereupon, subject to the consent of the Charterer pursuant to the Charter, the Borrower shall promptly implement such change.

20.2 Repair and Classification

The Borrower agrees to keep the Ship in a good and efficient state of repair and ensure that all repairs and replacements of parts are made in such manner as not to reduce the value of the Ship and in particular to maintain the Classification as the class of the Ship and to submit the Ship to continuous surveys and such periodical or other surveys as may be required for classification purposes and to provide the Agent, upon request, with copies of all survey reports issued in respect of such surveys.

20.3 Modification; removal of parts; equipment owned by third parties

The Borrower agrees not without the prior written consent of the Agent to, or allow any other person to:

(a) make any modification to the Ship in consequence of which her structure, type or performance characteristics could or might be materially altered or her value materially reduced; or

(b) remove any material part of the Ship or any equipment the value of which is such that its removal from the Ship would materially reduce the value of the Ship without replacing the same with equivalent parts or equipment which are owned by the Borrower free from Security; or

(c) install on the Ship any equipment owned by a third party which cannot be removed without causing damage to the structure or fabric of the Ship.

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20.4 Inspection

The Borrower agrees to ensure that the Agent, by surveyors or other persons appointed by the Agent for such purpose, may board the Ship at all reasonable times for the purpose of inspecting her and to afford all proper facilities for such inspections and for this purpose to give the Agent reasonable advance notice of any intended drydocking of the Ship; prior to an Event of Default which is continuing, such inspections shall be carried out at the cost of the Lenders and so as not to interfere with or delay the operation of the Ship.

20.5 Arrest

The Borrower will promptly pay and discharge:

(a) all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Ship, its Earnings or its Insurances, except for Permitted Security;

(b) all tolls, taxes, dues, fines, penalties and other amounts charged in respect of the Ship, the Earnings or the Insurances (unless disputed in good faith and in respect of which security has been provided or financial reserves maintained); and

(c) all other costs and expenses whatsoever in respect of the Ship owned by it, its Earnings or its Insurances,

and, as soon as reasonably practicable upon receiving notice of the arrest of the Ship, or of its detention in exercise or purported exercise of any lien or claim, the Borrower shall procure its release by providing bail or procuring the provision of security or otherwise as the circumstances may require.

20.6 Accounts

The Borrower agrees to keep proper books of account in respect of the Ship and her Earnings and, as and when the Agent may so require, to make such books available for inspection on behalf of the Lenders.

20.7 Employment

The Borrower agrees not to employ the Ship or permit her employment:

(a) in any manner, trade or business which is forbidden by international law, or which is unlawful or illicit under the law of any relevant jurisdiction; and,

(b) in the event of hostilities in any part of the world (whether war be declared or not), not to employ the Ship or permit her employment in carrying any contraband goods, or enter or trade to or to continue to trade in any zone which has been declared a war zone by any Government Entity or by the Ship’s war risks insurers unless such special insurance cover as the Agent may require shall have been effected by the Borrower at the Borrower’s expense; the Borrower shall give the

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Agent as much notice as practicable of the Vessel trading to such a zone and shall inform and consult with the Agent in relation thereto and in relation to the special insurances.

20.8 Manager

The Borrower agrees that it shall not without the prior consent of the Agent:

(a) appoint a manager of the Ship other than the Manager; or

(b) materially amend the terms of the Management Agreement; or

(c) terminate the Management Agreement unless such agreement is replaced immediately by an agreement acceptable to the Agent (acting on the instructions of the Majority Lenders) (such agreement not to be unreasonably withheld or delayed).

20.9 Compliance with Regulations

The Borrower will and will procure that the Manager and/or any Operator of the Ship will:

(a) maintain at all times a valid and current ISSC respect of the Ship;

(b) immediately notify the Agent in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC in respect of the Ship;

(c) procure that its Ship will comply at all times with the ISPS Code;

(d) at all times comply with the requirements of the ISM Code including (but not limited to) the maintenance and renewal of valid certificates pursuant thereto and all other statutory and other requirements relative to its business and/or the Ship;

(e) promptly inform the Agent upon the issue of any ISM Code Documentation in respect of the Ship or its Operator or the receipt by the Borrower or any Operator of notification that its application for the same has been refused;

(f) immediately inform the Agent if there is any threatened or actual withdrawal of their or any Operator’s ISM Code Documentation for the Ship;

(g) to take all necessary and proper precautions to prevent any infringements of the Anti-Drug Abuse Act of 1986 of the United States of America or any similar legislation applicable to the Ship in any jurisdiction in or to which the Ship shall be employed or located or trade or which may otherwise be applicable to the Ship and/or the Borrower and, if the Agent shall so require, to enter into a “Carrier Initiative Agreement” with the United States Customs Service and to procure that the same agreement (or any similar agreement hereafter introduced by any Government Entity of the United States of America) is maintained in full force and effect and performed by the Borrower;

(h) and to comply with and ensure that the Ship at all times complies with the provisions of all relevant legislation and all regulations and requirements (statutory or otherwise) from time to time applicable to vessels registered at the Approved Flag or otherwise applicable to the Ship; and

(i) at all times comply with all applicable laws and procedures implemented to contract money laundering as defined in Article 1 of the Directive (91/308EEC) of the Council of the European Communities.

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20.10 Sale or other disposal

The Borrower will not without the prior written consent of the Agent (acting on the instructions of the Lenders) and subject to such conditions as the Agent may impose, sell, agree to sell, transfer, abandon or otherwise dispose of the Ship or any of its other assets or any share or interest therein.

20.11 Chartering

The Borrower will not let the Ship other than under the Charter or a Replacement Charter provided that the Borrower may let the Ship on a voyage or short-term time charter with the consent of the Agent (such consent not to be unreasonably withheld or delayed).

20.12 Sharing of Earnings

The Borrower will not without the prior consent of the Agent (and then only subject to such conditions as the Agent may impose) enter into any pool or enter any agreement or arrangement whereby the Earnings may be shared with any other person.

21. INSURANCE COVENANTS

The undertakings in this Clause 21 will become effective on the Delivery Date (unless stated otherwise) and shall remain in force from that date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

21.1 Obligatory insurances

The Borrower shall keep the Ship insured at its expense against:

(a) usual marine risks (including hull and machinery, hull interest, freight interest, disbursements and/or increased value, other Total Loss interests and war risks) in an amount equal to or more than 120 per cent. of the aggregate amount of the Loans at any time;

(b) protection and indemnity risks in respect of the full tonnage of the Ship; and

(c) loss of earnings, in such amount as may be approved by the Lenders (acting reasonably) with a deductible period of 30 days and a cover period of 180 days,

such insurances to be in dollars and effected on such contractual terms and through such insurers and war risks and protection and indemnity associations as the Majority Lenders may approve.

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21.2 Fleet cover

If the Ship is insured under a fleet policy (other than under the Norwegian Marine Insurance Plan), the Borrower shall procure that the relevant insurer provides an undertaking to the Agent that it shall not set off against any claim, any premium due in respect of other vessels in the fleet policy or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels in the fleet policy or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Ship if so requested by the Agent.

21.3 Payment of premiums

The Borrower shall punctually pay all premiums, calls or other sums payable in respect of the Insurances and produce all relevant receipts when so required by the Agent.

21.4 Policy documents and letters of undertaking

21.4.1 The Borrower shall ensure that the Agent is provided with a letter of undertaking from each broker on behalf of each insurer or protection and indemnity or war risks association giving undertakings to the Agent that:

(a) a Loss Payable Clause has been endorsed on each policy on terms required by the Agent;

(b) any material change to the terms of the Insurances shall be notified to the Agent; and

(c) they will notify the Agent at least 14 days (or 7 days in the case of war risk insurances) before the expiry or cancellation for any reason of the Insurances.

21.4.2 The Agent shall be furnished with copies of the relevant policy documents, including cover notes, letters of undertaking and certificates of entry relating to the Insurances, upon request.

21.5 Renewal

The Borrower shall, at least 7 days before expiry of any Insurances, notify the Agent of the names of the brokers (or other insurers) and any protection and indemnity or war risks association intended to be employed by the Borrower for the purposes of renewal of such Insurances and of the intended terms of renewal.

21.6 Guarantees

The Borrower will ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and delivered.

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21.7 Compliance

The Borrower will take all necessary action and comply with all requirements which may be applicable to the insurances (including the payment of any additional premiums or calls of the Ship) so as to ensure that the Insurances are not made subject to any exclusions or qualifications to which the Agent has not given its approval and are otherwise maintained on terms and conditions approved by the Agent.

21.8 Collection of claims

The Borrower will not settle, compromise or abandon any claim for Total Loss or for a figure in excess of the Casualty Amount, and the Borrower shall do all things necessary and provide all documents, evidence and information to enable the Agent to collect or recover any moneys which shall at any time become payable in respect of the Insurances for the Ship.

21.9 Communications

The Borrower shall provide the Agent, upon its reasonable request, at the time of each such communication, with copies of all written communications with brokers, underwriters, insurance companies and protection and indemnity and war risks associations which relate to compliance with requirements applicable to the Insurances for the Ship.

21.10 Mortgagee’s interest insurance

The Agent may (acting upon the instructions of the Majority Lenders) effect (for the cost of the Lenders) mortgagee’s interest insurance (including mortgagee’s interest additional perils insurance) in respect of the Ship in an amount of up to 120 per cent. of the aggregate amount of the Loans upon such terms and through such insurers as the Agent may deem appropriate.

21.11 Independent report

The Agent may obtain (for the cost of the Lenders), a detailed report signed by an independent firm of marine insurance brokers appointed by the Agent stating the opinion of such firm as to the adequacy of the Insurances then maintained on the Ship.

21.12 Application of recoveries

The Borrower agrees to apply all sums receivable under the Insurances which are paid to it in accordance with the Loss Payable Clauses in repairing all damage and/or in discharging the liability in respect of which such sums shall have been received.

22. SECURITY UNDERTAKINGS

22.1 Security Documents

The Borrower undertakes with the Lenders to execute, deliver and perform its obligations under the Security Documents, and to procure the execution and delivery by other parties to the Security Documents, so that at all times during the Security Period the Security Documents shall be enforced in accordance with their terms.

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22.2 Title

The Borrower will hold the legal title to and own the entire beneficial interest in the Charged Property, free from all Security and other interests and rights of every kind, except for those created by the Security Documents and the effect of assignments contained in the Security Documents and except for Permitted Security.

22.3 Negative Pledges

The Borrower shall not without prior written consent of the Lenders:

(a) create or permit to subsist any Security over any of its assets except for Permitted Security, or;

(b) give any pledge or undertaking to any other party (other than to the Charterer under the Charter) not to create or permit to subsist any Security over any of its assets.

22.4 Notice of Mortgage

The Borrower agrees to place and retain a properly certified copy of the Mortgage and Deed of Covenant (which shall form part of the Ship’s documents) on board the Ship with her papers and to place and keep prominently displayed in the navigation room and in the Master’s cabin of the Ship a framed printed notice in plain type reading as follows:

NOTICE OF MORTGAGE

This Ship is subject to a first priority mortgage and collateral deed of covenant in favour of DnB NOR Bank ASA of Stranden 21, 0021 Oslo, Norway. Under the said mortgage and collateral deed, neither the owner nor any charterer nor the Master of this Ship has any right, power or authority to create, incur or permit to be imposed upon this Ship any commitments or encumbrances whatsoever other than for crew’s wages and salvage and it is hereby agreed that save and subject as otherwise herein provided, neither the Borrower nor any charterer nor the Master of the Ship nor any other person has any right, power or authority to create, incur or permit to be imposed upon the Ship any lien whatsoever other than for crew’s wages and salvage.

22.5 Further assurance

22.5.1 The Borrower shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Agent may reasonably specify (and in such form as the Agent may reasonably require) in favour of the Agent or its nominee(s):

(a) to perfect the Transaction Security (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the Charged Property) or for the exercise of any rights, powers and remedies of the Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law; and/or

(b) to facilitate the realisation of the Charged Property, including, in particular, by executing a bill of sale of the Ship in such form as the Agent may require in the event that the Ship is to be sold in exercise of any power contained in the Security Documents.

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22.5.2 The Borrower shall take all such action as is available to it (including making all filings and registrations in its jurisdiction of incorporation) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Agent or the Finance Parties by or pursuant to the Security Documents.

23. GENERAL UNDERTAKINGS

23.1 Authorisations

23.1.1 The Borrower shall promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

(i) enable it to perform its obligations under the Finance Documents;

(ii) ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document; and

(iii) carry on its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

23.2 Compliance with Laws

The Borrower shall comply in all respects with all laws to which it may be subject, if failure so to comply has or is reasonably likely to materially impair its ability to perform its obligations under the Finance Documents.

23.3 Environmental Compliance

The Borrower shall:

(a) comply with all Environmental Law; and

(b) implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

23.4 Environmental Claims

The Borrower shall promptly upon becoming aware of the same, inform the Agent in writing of:

(a) the suspension, revocation or modification of any Environmental Approval;

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(b) any Environmental Claim against it which is current, pending or threatened; and

(c) any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against it,

where the claim, if determined against it, has or is reasonably likely to have a Material Adverse Effect.

23.5 Taxation

The Borrower shall pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(a) such payment is being contested in good faith;

(b) adequate reserves are being maintained for those Taxes and the costs required to contest them; and

(c) such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

23.6 Merger

The Borrower shall not without prior written consent of the Agent (acting on the instructions of the Lenders) enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction.

23.7 Change of Business

The Borrower shall procure that no substantial change is made to the general nature of the business of the Borrower taken as a whole from that carried on by the Borrower at the date of this Agreement without the prior written consent of the Agent (acting on the instructions of the Lenders).

23.8 Acquisitions

The Borrower shall not without the prior written consent of the Agent (acting on the instructions of the Lenders) acquire any further assets other than the Ship and rights arising under contracts entered into by or on behalf of the Borrower in the ordinary course of its businesses of owning, operating and chartering the Ship.

23.9 Other obligations

The Borrower shall not without the prior written consent of the Agent (acting on the instructions of the Lenders) incur any obligations except for obligations arising under the Transaction Documents or contracts entered into in the ordinary course of its business of owning, operating and chartering the Ship.

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23.10 Subsidiaries

The Borrower shall not without the prior written consent of the Agent (acting on the instructions of the Lenders) form or acquire any Subsidiaries;

23.11 Swap Contracts

23.11.1 The Borrower shall not assign, novate, or in any other way transfer any of their rights or obligations under or pursuant to any Swap Contract, nor make any amendment or supplement to any Swap Contract or any transaction entered into under it, except as envisaged by Clause 7.12 (Effect on Swap Contract) or pursuant to any transaction permitted under this Agreement.

23.11.2 The Borrower shall not enter into any interest rate exchange or hedging agreement with anyone other than a Swap Bank.

23.12 Transaction Documents

The Borrower shall not without the prior written consent of the Agent (acting on the instructions of the Majority Lenders) amend, vary, novate, supplement, supersede, waive or terminate any material term of a Transaction Document.

23.13 Loans or credit

23.13.1 Except as permitted under Clause 23.13.2, the Borrower shall not without the prior written consent of the Agent (acting on the instructions of the Lenders) be a creditor in respect of any Financial Indebtedness.

23.13.2 Clause 23.13.1 above does not apply to:

(a) any creditor relationship entered into with the consent of the Agent (acting on the instructions of the Majority Lenders), and

(b) normal trade credit in the ordinary course of business.

23.14 No Guarantees or indemnities

23.14.1 Except as permitted under Clause 23.14.2 below, the Borrower shall not incur or allow to remain outstanding any guarantee in receipt of any obligation of any person.

23.14.2 Clause 23.14.1 does not apply to a guarantee which is:

(a) entered into with the prior written consent of the Agent (acting on the instructions of the Lenders);

(b) from time to time required in the ordinary course by any protection and indemnity or war risks association with which the Ship is entered, guarantees required to procure the release of the Ship from any arrest, detention, attachment or levy or guarantees required for the salvage of the Ship; or

(c) in the Security Documents.

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23.15 Dividends and share redemption

23.15.1 Except as permitted under Clause 23.15.2, the Borrower shall not without the prior written consent of the Agent (acting on the instructions of the Majority Lenders):

(a) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

(b) repay or distribute any dividend or share premium reserve;

(c) pay any management, advisory or other fee to or to the order of any of the shareholders of the Borrower;

(d) issue any further share capital; or

(e) redeem, repurchase, defease, retire, cancel or repay any of its share capital or resolve to do so.

23.15.2 Clause 23.15.1 above does not apply to payments made using moneys withdrawn from the Dividend Distribution Account.

23.16 Payment of Financial Indebtedness

23.16.1 Except as permitted under Clause 23.16.2, the Borrower shall not:

(a) repay or prepay any principal amount (or capitalised interest) outstanding in respect of Financial Indebtedness;

(b) pay any interest or any other amounts payable in connection with any Financial Indebtedness; or

(c) purchase, redeem, defease or discharge any amount outstanding with respect to any Financial Indebtedness.

23.16.2 Clause 23.16.1 does not apply to:

(a) the payment, prepayment or repayment of any amounts due under the Finance Documents;

(b) the repayment of Shareholder Loan Principal pursuant to a Utilisation;

(c) the payment of Shareholder Loan Interest pursuant to a Utilisation;

(d) the application of moneys withdrawn from the Dividend Distribution Account for such purposes; or

(e) a payment, prepayment, repayment, purchase, redemption, defeasance or discharge which is made with the prior written consent of the Agent (acting on the instructions of the Majority Lenders).

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23.17 Financial Indebtedness

23.17.1 Except as permitted under Clause 23.17.2 below, the Borrower shall not incur or allow to remain outstanding any Financial Indebtedness.

23.17.2 Clause 23.17.1 above does not apply to Financial Indebtedness which is:

(a) entered into with the consent of the Agent (acting on the instructions of the Majority Lenders);

(b) incurred under the Finance Documents; or

(c) incurred under the Shareholder Loan Agreements.

23.18 Transactions with Affiliates

The Borrower shall not without the prior written consent of the Agent (acting on the instructions of the Lenders) enter into any material transaction with an affiliated company unless such transaction is on arm’s length terms other than by way of any of the Transaction Documents.

23.19 Ownership of Borrower

The legal and beneficial ownership of the Borrower shall remain unchanged from that represented in Clause 17.2 (Share capital and ownership), unless:-

(a) any change is a result of a transfer between HLNG and MOL, provided that following such transfer each of the Vessel Sponsors retains at least 25 per cent. of the legal and beneficial ownership of the Borrower; or

(b) any change is a result of a transfer between a Vessel Sponsor and an Affiliate of that Vessel Sponsor; or

(c) the Agent (acting on the instructions of the Majority Lenders) has consented in writing to any change,

and, immediately following such change, a pledge is given by each of the shareholders of the Borrower in a similar form to the Negative Pledge.

23.20 Opening of accounts

Other than the Accounts, the Borrower shall not open or continue to maintain any accounts with any financial institution, unless the Agent (acting on the instructions of the Majority Lenders) has consented in writing to such accounts.

23.21 Pari Passu ranking

The Borrower shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are preferred by laws of general application to companies and except for Permitted Liens.

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24. EVENTS OF DEFAULT

Each of the events or circumstances set out in Clause 24 is an Event of Default (save for Clause 24.14 (Acceleration).

24.1 Non-payment

The Borrower does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by an administrative or technical error or by a Disruption Event; or

(b) its failure to pay is caused by the late payment of Charter Hire by the Charterer (provided that such failure by the Borrower to pay on the due date has not occurred more than twice in the preceding twelve-month period);

and payment is made within 3 Business Days of its due date.

24.2 Other obligations

24.2.1 The Borrower does not comply with any provision of the Finance Documents (other than those referred to in Clause 24.1 (Non-payment).

24.2.2 No Event of Default under Clause 24.2.1 above will occur if the failure to comply is capable of remedy and is remedied within 20 Business Days of the Agent giving notice to the Borrower or the Borrower becoming aware of the failure to comply.

24.3 Misrepresentation

24.3.1 Any representation or statement made or deemed to be made by the Borrower in the Finance Documents or any other document delivered by or on behalf of the Borrower under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

24.3.2 No Event of Default under Clause 24.3.1 above shall occur if the incorrectness or misleading nature of the statement is inadvertent and the circumstances giving rise to its incorrectness or misleading nature are capable of remedy and are remedied within 20 Business Days of the Agent giving notice to the Borrower or the Borrower becoming aware of the incorrectness or misleading nature of the statement.

24.4 Cross default

24.4.1 Any Financial Indebtedness of the Borrower is not paid when due nor within any originally applicable grace period.

24.4.2 Any Financial Indebtedness of the Borrower is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

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24.4.3 Any commitment for any Financial Indebtedness of the Borrower is cancelled or suspended by a creditor of the Borrower as a result of an event of default (however described).

24.4.4 Any creditor of the Borrower becomes entitled to declare any Financial Indebtedness of the Borrower due and payable prior to its specified maturity as a result of an event of default (however described).

24.5 Swap Contracts

A Swap Contract or a Swap Transaction is prematurely terminated, cancelled, suspended, rescinded or revoked or otherwise ceases to remain in full force and effect for any reason except as required under Clause 7.12 (Effect on Swap Contracts).

24.6 Insolvency

24.6.1 The Borrower is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its Finance Parties with a view to rescheduling any of its indebtedness.

24.6.2 The value of the assets of the Borrower is less than its liabilities (taking into account contingent and prospective liabilities).

24.6.3 A moratorium is declared in respect of any indebtedness of the Borrower.

24.7 Insolvency proceedings

24.7.1 Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Borrower;

(b) a composition, compromise, assignment or arrangement with any creditor of the Borrower;

(c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Borrower or any of its assets; or

(d) enforcement of any Security over any assets of the Borrower, or any analogous procedure or step is taken in any jurisdiction.

24.7.2 No Event of Default under Clause 24.7.1(c) shall occur if the appointment referred to therein is initiated by a party other than a Security Party, is being contested in good faith and is permanently stayed or lifted within 20 Business Days.

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24.8 Creditors’ process

24.8.1 Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of the Borrower except for any of the foregoing falling within the scope of what is permitted under Clause 20.5 (Arrest).

24.8.2 No Event of Default under Clause 24.8.1 above shall occur if the expropriation or other steps taken are reversed within 20 Business Days.

24.9 Cessation of business

The Borrower suspends or threatens (in writing) to suspend or cease to carry on its business.

24.10 Unlawfulness and invalidity

It is or becomes unlawful for the Borrower or any other Security Party to perform any of its obligations under the Finance Documents, or any Transaction Security ceases to be effective.

24.11 Repudiation

The Borrower or any other Security Party repudiates a Finance Document or evidences an intention (in writing) to repudiate a Finance Document.

24.12 Environmental Incidents

An Environmental Incident occurs which gives rise, or may give rise, to an Environmental Claim which could, in the reasonable opinion of the Majority Lenders be expected to have a Material Adverse Effect.

24.13 Underlying Documents

Any Underlying Document (other than the Shipbuilding Contract, the Refund Guarantee, the Regas Performance Guarantee or the Charter) is cancelled, prematurely terminated, frustrated, or rescinded for any reason whatsoever or any party is in breach of its obligations under such Underlying Document and this could in the reasonable opinion of the Majority Lenders be expected to have a Material Adverse Effect.

24.14 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(a) cancel the Total Commitments whereupon they shall immediately be cancelled;

(b) if the Event of Default occurs prior to the Delivery Date, require payment by the Borrower of the Accelerated Equity to the Operating Account;

(c) declare that the obligations of the Swap Banks under the Swap Contracts shall be terminated, whereupon such obligations shall terminate in accordance with such declaration;

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(d) declare that all or part of the Loans, together with accrued interest, the Swap Exposure, all Swap Liabilities and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;

(e) declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or

(f) exercise or direct the Security Trustee to exercise any or all of the rights, remedies, powers or discretions under the Finance Documents.

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SECTION 8

CHANGES TO PARTIES

25. CHANGES TO THE LENDERS

25.1 Assignments and transfers by the Lenders

Subject to this Clause 25, a Lender (the “Existing Lender”) may:

(a) assign any of its rights; or

(b) transfer by novation any of its rights and obligations,

under any Finance Document to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”), provided that (i) any such assignment or transfer prior to the Regas Acceptance Date and (ii) any assignment or transfer to a financial institution other than a bank or licensed insurance company after the Regas Acceptance Date, shall require the prior written consent of the Borrower, such consent not to be unreasonably withheld or delayed.

25.2 Conditions of assignment or transfer

25.2.1 An assignment will only be effective on:

(a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and

(b) performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

25.2.2 A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with.

25.2.3 If:

(a) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

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25.3 Assignment or transfer fee

25.3.1 Subject to Clause 25.3.2, the New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of USD2,500.

25.3.2 The fee set out in Clause 25.3.1 shall not be payable in the case of an assignment or transfer to a New Lender notified to the Agent prior to the date of this Agreement provided that such assignment or transfer takes effect within 10 Business Days of the date of this Agreement.

25.4 Limitation of responsibility of Existing Lenders

25.4.1 Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(a) the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any other documents;

(b) the financial condition of the Borrower;

(c) the performance and observance by the Borrower of its obligations under the Transaction Documents or any other documents; or

(d) the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document,

and any representations or warranties implied by law are excluded.

25.4.2 Each New Lender confirms to the Existing Lender, the other Finance Parties and the Secured Parties that it:

(a) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or the Transaction Security; and

(b) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

25.4.3 Nothing in any Finance Document obliges an Existing Lender to:

(a) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 25; or

(b) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Transaction Documents or otherwise.

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25.5 Procedure for transfer

25.5.1 Subject to the conditions set out in Clause 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with Clause 25.5.3 below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to Clause 25.5.2 below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

25.5.2 The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

25.5.3 On the Transfer Date:

(a) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);

(b) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender;

(c) the Agent, the Arranger, the Security Trustee, the New Lender, the other Lenders, and the Swap Banks shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger, the Security Trustee, the Swap Banks and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(d) the New Lender shall become a Party as a “Lender”.

25.6 Copy of Transfer Certificate to Borrower

25.6.1 The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that Transfer Certificate.

25.7 Disclosure of information

25.7.1 Any Lender may disclose to its professional advisers (including, if relevant, any ratings agency) and to any of its Affiliates and any other person:

(a) to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement;

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(b) with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or the Borrower; or

(c) to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation,

any information about the Borrower and the Finance Documents as that Lender shall consider appropriate if, in relation to paragraphs (a) and (b) above, the person to whom the information is to be given has entered into a Confidentiality Undertaking.

26. CHANGES TO THE BORROWER

The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

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SECTION 9

THE FINANCE PARTIES

27. ROLE OF THE AGENT AND THE ARRANGER

27.1 Appointment of the Agent

27.1.1 Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents.

27.1.2 Each other Finance Party authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

27.2 Duties of the Agent

27.2.1 The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

27.2.2 Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

27.2.3 If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.

27.2.4 If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the Arranger) under this Agreement it shall promptly notify the other Finance Parties.

27.2.5 The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

27.3 Role of the Arranger and the Bookrunners

Except as specifically provided in the Finance Documents, none of the Arranger or the Bookrunners has any obligations of any kind to any other Party under or in connection with any Finance Document.

27.4 No fiduciary duties

27.4.1 Nothing in this Agreement constitutes the Agent or the Arranger as a trustee or fiduciary of any other person.

27.4.2 Neither the Account Bank, the Agent, the Arranger, the Security Trustee nor any Swap Bank shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

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27.5 Business with the Borrower

27.5.1 The Agent, the Account Bank, the Arranger, the Security Trustee and any Swap Bank may accept deposits from, lend money to and generally engage in any kind of banking or other business with the Borrower.

27.6 Rights and discretions of the Agent

27.6.1 The Agent may rely on:

(a) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(b) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

27.6.2 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(a) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 (Non-payment));

(b) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and

(c) any notice or request made by the Borrower (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Borrower.

27.6.3 The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

27.6.4 The Agent may act in relation to the Finance Documents through its personnel and agents.

27.6.5 The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

27.6.6 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Account Bank, the Arranger, the Security Trustee or any Swap Bank is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

27.7 Majority Lenders’ instructions

27.7.1 Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

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27.7.2 Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security Trustee.

27.7.3 The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.

27.7.4 In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

27.7.5 The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This Clause 27.7.5 shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of the rights under the Security Documents or enforcement of the Transaction Security or the Security Documents.

27.8 Responsibility for documentation

Neither the Agent, the Account Bank, the Arranger nor any Swap Bank:

(a) is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Account Bank, the Agent, the Arranger, the Swap Bank, the Borrower or any other person given in or in connection with any Transaction Document; or

(b) is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Transaction Document.

27.9 Exclusion of liability

27.9.1 Without limiting Clause 27.9.2(and without prejudice to the provisions of paragraph (e) of Clause 30.9 (Disruption to Payment Systems etc.)) none of the Agent, the Account Bank, the Arranger or any Swap Bank will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

27.9.2 No Party (other than the Account Bank, the Agent or any Swap Bank) may take any proceedings against any officer, employee or the agent of the Account Bank, the Agent or any Swap Bank in respect of any claim it might have against the Account Bank, the Agent or any Swap Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Account Bank, the Agent or any Swap Bank may rely on this Clause subject to Clause 1.4 (Third Party Rights) and the provisions of the Third Parties Act.

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27.9.3 The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

27.9.4 Nothing in this Agreement shall oblige the Agent or the Arranger to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arranger.

27.10 Lenders’ indemnity to the Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 30.9 (Disruption to Payment Systems etc.) notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by the Borrower pursuant to a Finance Document).

27.11 Resignation of the Agent

27.11.1 The Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.

27.11.2 Alternatively the Agent may resign by giving notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent.

27.11.3 If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent may, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed beyond 30 days) appoint a successor Agent.

27.11.4 The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

27.11.5 The Agent’s resignation notice shall only take effect upon the appointment of a successor.

27.11.6 Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 27. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

27.11.7 After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with Clause 27.11.2. In this event, the Agent shall resign in accordance with Clause 27.11.2.

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27.12 Confidentiality

27.12.1 In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

27.12.2 If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

27.12.3 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.

27.13 Relationship with the Lenders

27.13.1 The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

27.13.2 Each Lender shall supply the Agent with any information required by the Agent in order to calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost formula).

27.13.3 Each Lender shall supply the Agent with any information that the Agent may reasonably specify (through the Agent) as being necessary or desirable to enable the Agent to perform its functions as Security Trustee. Each Lender shall deal with the Security Trustee exclusively through the Agent and shall not deal directly with the Security Trustee.

27.14 Credit appraisal by the Lenders

Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Account Bank, Agent, the Arranger and any Swap Banks that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a) the financial condition, status and nature of the Borrower;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security, the transactions contemplated by the

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Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d) the adequacy, accuracy and/or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(e) the right or title of any person in or to or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property.

27.15 Reference Banks

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Borrower) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

27.16 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

28. CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

29. SHARING AMONG THE FINANCE PARTIES

29.1 Payments to Finance Parties

If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from the Borrower other than in accordance with Clause 30 (Payment mechanics) and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Agent;

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(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 30 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 30.5 (Partial payments).

29.2 Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 30 (Partial payments).

29.3 Recovering Finance Party’s rights

29.3.1 On a distribution by the Agent under Clause 29.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.

29.3.2 If and to the extent that the Recovering Finance Party is not able to rely on its rights under Clause 29.3.1, the Borrower shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

29.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 29.2 (Redistribution of payments) shall, upon request of the Agent, pay to the Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

(b) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the Borrower will be liable to the reimbursing Finance Party for the amount so reimbursed.

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29.5 Exceptions

29.5.1 This Clause 29 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower.

29.5.2 A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(a) it notified that other Finance Party of the legal or arbitration proceedings; and

(b) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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SECTION 10

ADMINISTRATION

30. PAYMENT MECHANICS

30.1 Payments to the Agent

30.1.1 On each date on which the Borrower or a Lender is required to make a payment under a Finance Document, the Borrower or the Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

30.1.2 Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Agent specifies.

30.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 30.3 (Distributions to the Borrower) and Clause 30.4 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank in the principal financial centre of the country of that currency.

30.3 Distributions to the Borrower

The Agent may (with the consent of the Borrower or in accordance with Clause 31 (Set-off)) apply any amount received by it for that Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

30.4 Clawback

30.4.1 Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

30.4.2 If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

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30.5 Partial payments

30.5.1 If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents in the order set out in Clause 30.5.3.

30.5.2 All moneys received by the Agent under or pursuant to any of the Security Documents and expressed to be applicable in accordance with the provision of this clause shall be applied in the order set out in Clause 30.5.3 and the surplus (if any) shall be paid to the Borrower or to whoever else may appear to the Agent to be entitled to receive the surplus.

30.5.3 The order of application referred to in Clauses 30.5.1 and 30.5.2 is as follows:

(a) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent and the Security Trustee under the Finance Documents;

(b) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement and any periodic Swap Payment due to a Swap Bank but unpaid under the relevant Swap Contract;

(c) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement and of any termination Swap Payments due to a Swap Bank but unpaid under the relevant Swap Contract; and

(d) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents other than the Swap Contracts.

30.5.4 Clauses 30.5.1, 30.5.2 and 30.5.3 above will override any appropriation made by the Borrower.

30.6 No set-off by the Borrower

All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

30.7 Business Days

30.7.1 Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

30.7.2 During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

30.8 Currency of account

30.8.1 Subject to Clauses 30.8.2 and 30.8.3 below, dollars is the currency of account and payment for any sum due from the Borrower under any Finance Document.

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30.8.2 Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

30.8.3 Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.

30.9 Disruption to Payment Systems etc.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Borrower that a Disruption Event has occurred:

(a) the Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;

(b) the Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 36 (Amendments and Waivers);

(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.9; and

(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

31. SET-OFF

Following an Event of Default which is continuing, a Finance Party may set off any matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

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32. NOTICES

32.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

32.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of the Borrower, that identified with its name below;

(b) in the case of each Lender and each Swap Bank, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

(c) in the case of the Agent or the Account Bank or the Security Trustee, that identified with its name below,

or any substitute address or fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days’ notice.

32.3 Delivery

32.3.1 Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(a) if by way of fax, when received in legible form; or

(b) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

and if a particular department or officer is specified as part of its address details provided under Clause 32.2 (Addresses), if addressed to that department or officer.

32.3.2 Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent’s signature below (or any substitute department or officer as the Agent shall specify for this purpose).

32.3.3 All notices from or to the Borrower shall be sent through the Agent.

32.4 Notification of address and fax number

Promptly upon receipt of notification of an address or fax number or change of address or fax number pursuant to Clause 32.2 (Addresses) or changing its own address or fax number, the Agent shall notify the other Parties.

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32.5 Electronic communication

32.5.1 Any communication to be made between the Agent and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Agent and the relevant Lender:

(a) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(b) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(c) notify each other of any change to their address or any other such information supplied by them.

32.5.2 Any electronic communication made between the Agent and a Lender will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.

32.6 Use of websites

32.6.1 The Borrower may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders ( the “Website Lenders”) who accept this method of communication by posting this information onto an electronic website designated by the Borrower and the Agent (the “Designated Website”) if:

(a) the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(b) both the Borrower and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(c) the information is in a format previously agreed between the Borrower and the Agent.

If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Agent shall notify the Borrower accordingly and the Borrower shall supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Borrower shall supply the Agent with at least one copy in paper form of any information required to be provided by it.

32.6.2 The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrower and the Agent.

32.6.3 The Borrower shall promptly upon becoming aware of its occurrence notify the Agent if:

(a) the Designated Website cannot be accessed due to technical failure;

(b) the password specifications for the Designated Website change;

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(c) any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(d) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(e) the Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If the Borrower notifies the Agent under Clause 32.6.3(a) or Clause 32.6.3(e) above, all information to be provided by the Borrower under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

32.6.4 Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Borrower shall comply with any such request within ten Business Days.

32.7 English language

32.7.1 Any notice given under or in connection with any Finance Document must be in English.

32.7.2 All other documents provided under or in connection with any Finance Document must be:

(a) in English; or

(b) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

33. CALCULATIONS AND CERTIFICATES

33.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

33.2 Certificates and Determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, prima facie evidence of the matters to which it relates.

33.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the London Interbank Market differs, in accordance with that market practice.

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34. PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

35. REMEDIES, WAIVERS AND CONFLICTS

35.1.1 No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

35.1.2 In the event of any conflict between this Agreement and any of the other Security Documents, the provisions of this Agreement shall prevail.

36. AMENDMENTS AND WAIVERS

36.1 Required consents

36.1.1 Subject to Clause 36.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Borrower and any such amendment or waiver will be binding on all Parties.

36.1.2 The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause.

36.2 Exceptions

36.2.1 An amendment or waiver that has the effect of changing or which relates to:

(a) the definition of “Majority Lenders” in Clause 1.1 (Definitions);

(b) an extension to the date of payment of any amount under the Finance Documents;

(c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(d) an increase in or an extension of any Commitment or the Total Commitments;

(e) a change to the Borrower;

(f) any provision which expressly requires the consent of all the Lenders;

(g) Clause 2.2 (Finance Parties’ rights and obligations), Clause 25 (Changes to the Lenders) or this Clause 36;

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(h) the nature or scope of the Charged Property or the manner in which the proceeds of enforcement of the Transaction Security are distributed; or

(i) the release of any Security Document,

shall not be made without the prior consent of all the Lenders.

36.2.2 An amendment or waiver which relates to the rights or obligations of the Account Bank, any Swap Bank, the Agent, the Security Trustee or the Arranger may not be effected without the consent of the Account Bank, the Agent, any Swap Bank or the Arranger as the case may be.

37. COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of that Finance Document.

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SECTION 11

GOVERNING LAW AND ENFORCEMENT

38. GOVERNING LAW

This Agreement is governed by English law.

39. ENFORCEMENT

39.1 Jurisdiction

39.1.1 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a “Dispute”).

39.1.2 The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

39.1.3 This Clause 39.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

39.2 Service of process

39.2.1 Without prejudice to any other mode of service allowed under any relevant law, the Borrower:

(a) irrevocably appoints Leif Höegh (UK) Limited of 5 Young Street, London W8 5EH as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(b) agrees that failure by a process agent to notify the Borrower of the process will not invalidate the proceedings concerned.

39.2.2 If any person appointed as agent for service of process is unable for any reason to act as agent for service of process, the Borrower shall immediately appoint another agent on terms acceptable to the Agent, failing this, the Agent may appoint another agent for this purpose.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

THE ORIGINAL LENDERS

NAME OF ORIGINAL LENDER	COMMITMENT (USD)
Calyon		50,000,000
DnB NOR Bank ASA		50,000,000
Fortis Bank (Nederland) NV, Oslo Branch		50,000,000
Lloyds TSB Bank Plc		50,000,000
Mizuho Corporate Bank, Ltd.		50,000,000
Sumitomo Mitsui Banking Corporation, Brussels Branch		50,000,000

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SCHEDULE 2

CONDITIONS PRECEDENT

Part I

1. Borrower

(a) A Certified Copy of the constitutional documents of the Borrower.

(b) A Certified Copy of a resolution of the board of directors of the Borrower:

(i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute the Transaction Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Transaction Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Transaction Documents to which it is a party.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(d) A certificate of the Borrower (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on the Borrower to be exceeded.

2. Other documents and evidence

(a) Evidence that any process agent referred to in Clause 39.2 (Service of process), has accepted its appointment.

(b) A Certified Copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.

(c) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid by the first Utilisation Date.

(d) The original Refund Guarantee and Certified Copies of such of the other Underlying Documents as are then in existence.

(e) Evidence that the Accounts have been established and duly completed mandate forms in respect thereof have been delivered to the Account Bank.

(f) A Certified Copy of the Borrower’s statement of the Estimated Total Project Cost, including a breakdown of each constituent cost.

94

3. Finance Documents

Duly executed originals of:

(a) this Agreement;

(b) the Charter Assignment;

(c) the Charter Consent and Agreement;

(d) the LHC Undertaking;

(e) the Negative Pledge;

(f) the Pledge of Accounts;

(g) the Pre-delivery Security Assignment;

(h) the Supervision Agreement Assignment;

(i) the Trust Agreement; and

(j) the Vessel Sponsors’ Undertaking.

4. Legal opinions

(a) An English legal opinion from Ince & Co, addressed to the Arranger, the Agent and the Original Lenders.

(b) A Caymans legal opinion from Maples & Calder, addressed to the Arranger, the Agent and the Original Lenders.

(c) A Korean legal opinion from Kim & Chang, addressed to the Arranger, the Agent and the Original Lenders.

(d) A Bermudan legal opinion from Mello Jones & Martin, addressed to the Arranger, the Agent and the Original Lenders.

(e) A Japanese legal opinion from Maritax Law Office addressed to the Arranger, the Agent and the Original Lenders.

(f) A Luxembourg legal opinion from a firm approved by the Agent and the Borrower addressed to the Arranger, the Agent and the Original Lenders.

(g) A Norwegian legal opinion from Wikborg Rein addressed to the Arranger, the Agent and the Original Lenders.

(h) Such other legal opinions as the Agent may reasonably require in relation to any other Finance Document.

95

Part II

1. Invoice

A certificate from the Borrower confirming the amount of the Current Project Cost together with reasonable details of each cost incorporated therein and, if required by the Agent on reasonable prior notice, copies of all relevant invoices.

2. Evidence of payments

Evidence acceptable to the Agent that:

(a) all preceding instalments of the Contract Price have been paid in full; and

(b) the Loan will be applied by the Borrower against the Current Project Cost.

3. Classification Society

A certificate from the Classification Society certifying that the scheduled construction milestones under the Shipbuilding Contract have been completed and that the instalment to be financed by the proposed Loan is due to the Builder.

4. Borrower’s Certificate

A certificate from the Borrower to the Agent confirming that:

(a) the Builder has no outstanding claims against the Borrower or any other Security Party; and

(b) there have been no material amendments or variations agreed to the Shipbuilding Contract or Refund Guarantee that have not been agreed by the Agent and that no action has been taken by either the Builder, the Refund Guarantor or the Borrower which might in any way render such Shipbuilding Contract or Refund Guarantee inoperative or unenforceable, in whole or in any part; and

(c) there is no Security (except for Permitted Security) of any kind created or permitted by any person on or relating to the Shipbuilding Contract or Refund Guarantee or in relation to the Ship.

5. Swap Contracts and Swap Assignments

Certified Copies of each Swap Contract and duly executed originals of the Swap Contracts Assignment.

96

Part III

1. Finance Documents

Duly executed originals of:

(a) the Mortgage;

(b) the Deed of Covenant;

(c) the Regas Performance Guarantee Assignment; and

(d) the Manager’s Undertaking.

2. Evidence that:

(a) the Borrower is in compliance with its obligations under Clause 8.5 (Interest Rate Hedging);

(b) the Ship is, or will be immediately following the Utilisation, registered in the name of the Borrower under an Approved Flag;

(c) the Ship is, or will be immediately following the Utilisation, in the absolute and unencumbered ownership of the Borrower save for the security created by the Finance Documents and Permitted Security;

(d) the Ship is, or will be immediately following the Utilisation, insured in accordance with the covenants given under this Agreement; and

(e) the Ship maintains the Classification with the Classification Society free of all overdue recommendations and conditions.

3. Such evidence as the Agent may require of the Borrower’s and/or the relevant Approved Manager’s compliance with the ISM Code and the ISPS Code including a copy of the ISM Code Documentation (or in relation to the Safety Management Certificate, evidence that the Operator has applied for that certificate to be issued within any applicable time limit pursuant to the ISM Code) and the ISSC.

4. The original Regas Performance Guarantee and a Certified Copy of any other Underlying Document not previously delivered to the Agent.

5. Certified Copies of the Builder’s final invoice for the Ship and of the invoices for any other part of the Current Project Cost.

6. A favourable opinion from an independent insurance consultant appointed by the Agent on such matters relating to the insurances for the Ship as the Agent may require.

7. Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of the jurisdiction of the Approved Flag and such other relevant jurisdictions as the Agent may, by reasonable prior notice to the Borrower, reasonably require.

97

SCHEDULE 3

REQUESTS

Part I

Utilisation Request

From:	SRV JOINT GAS TWO LTD
To:	[Agent]
Dated:

Dear Sirs

[Borrower] – [—] Facility Agreement

dated [—] (the “Agreement”)

1.	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2.	We wish to borrow a Loan on the following terms:
	Proposed Utilisation Date:	[—] (or, if that is not a Business Day, the next Business Day)
	Amount:	[—] or, if less, the Available Facility
	Interest Period:	[—]
3.	We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.
4.	The proceeds of this Loan should be credited to [—]
5.	This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

SRV JOINT GAS TWO LTD

98

Part II

Selection Notice

From:	SRV JOINT GAS TWOLTD
To:	[Agent]

Dated:

Dear Sirs

[Borrower] – [—] Facility Agreement

dated [—] (the “Agreement”)

1. We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2. [We request that the next Interest Period for the above Loan is [—]].

3. This Selection Notice is irrevocable.

Yours faithfully

authorised signatory for

SRV JOINT GAS TWO LTD

99

SCHEDULE 4

MANDATORY COST FORMULA

1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Financial Services Authority (or, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2. On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Agent. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.

4. The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Agent as follows:

	E × 0.01 300	per cent. Per annum.
Where:
	E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5. For the purposes of this Schedule:

(a) “Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(b) “Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and

(c) “Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

100

6. If requested by the Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.

7. Each Lender shall supply any information required by the Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(a) the jurisdiction of its Facility Office; and

(b) any other information that the Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Agent of any change to the information provided by it pursuant to this paragraph.

8. The Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 6 and 7 above is true and correct in all respects.

9. The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 6 and 7 above.

10. Any determination by the Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.

11. The Agent may from time to time, after consultation with the Borrower and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties.

101

SCHEDULE 5

FORM OF TRANSFER CERTIFICATE

To:	[—] as Agent
From:	[The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)
Dated:

[Insert name of Borrower] – [                    ] Facility Agreement

dated [                    ] (the “Facility Agreement”)

1. We refer to the Facility Agreement. This is a Transfer Certificate. Terms defined in the Facility Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2. We refer to Clause 25.5 (Procedure for transfer):

(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 25.5 (Procedure for transfer).

(b) The proposed Transfer Date is [                    ].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 32.2 (Addresses) are set out in the Schedule.

3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in of Clause 25.4 (Limitation of responsibility of Existing Lenders).

4. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

5. This Transfer Certificate is governed by English law.

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments,]

[Existing Lender]	[New Lender]
By:	By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [                    ].

102

[Agent]

By:

NOTE: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender’s interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any documents or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in any jurisdiction, and, if so, to arrange for execution of those documents and completion of those formalities.

103

SCHEDULE 6

TIMETABLES

Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)) or a Selection Notice (Clause 9.1 (Selection of Interest Periods))	U – 3 9.30 am
Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation)	U – 3 3 pm
LIBOR is fixed	Quotation Day as of 11:00 a.m. London time

“U” equals date of Utilisation

“U – X” equals X Business Days prior to the date of Utilisation

104

SCHEDULE 7

SCHEDULED REPAYMENTS

Repayment Date (Months after First Repayment Date)	Repayment Amount (USD)
0		1,911,252.69
3		1,941,045.00
6		1,971,304.62
9		2,002,032.69
12		2,033,243.08
15		2,064,936.92
18		2,097,126.92
21		2,129,818.85
24		2,163,018.46
27		2,196,737.31
30		2,230,981.15
33		2,265,759.23
36		2,301,078.46
39		2,336,949.23
42		2,373,379.62
45		2,410,376.54
48		2,447,950.38
51		2,486,110.38
54		2,524,865.77
57		2,564,224.62
60		2,604,197.31
63		2,644,791.92
66		2,686,021.15
69		2,727,891.92
72		2,770,416.92
75		2,813,601.92
78		2,857,463.08
81		2,902,006.15
84		2,947,245.00
87		2,993,187.69
90		3,039,846.92
93		3,087,234.23
96		3,135,360.00
99		3,184,234.62
102		3,233,873.08
105		3,284,283.46
108		3,335,481.92
111		3,387,476.54
114		3,440,282.31
117		3,493,911.92
120		3,548,375.77
123		3,603,690.00
126		3,659,867.31
129		3,716,918.08

105

Repayment Date (Months after First Repayment Date)	Repayment Amount (USD)
132		3,774,860.77
135		3,833,704.62
138		3,893,465.77
141		3,954,160.38
141		164,993,957.31

106

SCHEDULE 8

FORM OF DEBT SERVICE COVER COMPLIANCE CERTIFICATE

To:	DnB NOR Bank ASA
From:	SRV Joint Gas Two Ltd
Dated:
Dear Sirs

SRV Joint Gas Two Ltd [USD300,000,000]

Facility Agreement dated [                    ] (the “Agreement”)

1. We refer to the Agreement. This is a Debt Service Cover Compliance Certificate. Terms defined in the Agreement have the same meaning in this Debt Service Cover Compliance Certificate unless given a different meaning in this Debt Service Cover Compliance Certificate.

2. We confirm that as of the date of this Certificate

(a) the aggregate of the amounts payable (excluding any prepayments) by the Borrower under this Agreement during the preceding twelve-Month period is USD[        ];

(b) the aggregate of the net amount payable (or, as the case may be, minus the net amount receivable) by the Borrower under the Swap Contracts during the preceding twelve-Month period is USD[        ];

(c) the aggregate amount of the Charter Hire payments made to the Operating Account during the preceding twelve-Month period is USD[        ];

(d) the aggregate amount of the withdrawals made from the Operating Account pursuant to Clause 19.2.2(a) during the preceding twelve-Month period is [        ]

and therefore that the Historical Debt Service Cover Ratio is not less than 1.2 : 1.0.

3. We confirm that as of the date of this Certificate:

(a) the projected aggregate of the amounts payable (excluding any prepayments) by the Borrower under this Agreement during the following twelve-Month period is USD[        ];

(b) the projected aggregate of the net amount payable (or, as the case may be, minus the net amount receivable) by the Borrower under the Swap Contracts during the following twelve-Month period is USD[        ];

(c) the projected aggregate amount of the Charter Hire payments to be made to the Operating Account during the following twelve-Month period is USD[        ];

(d) the projected aggregate amount of the withdrawals to be made from the Operating Account pursuant to Clause 19.2.2(a) during the following twelve-Month period is [        ]

107

and therefore that the Projected Debt Service Cover Ratio is not less than 1.2 : 1.0.

4. We confirm that no Default is continuing

Signed	Signed
For and on behalf of	For and on behalf of
SRV Joint Gas Two Ltd	SRV Joint Gas Two Ltd

108

SCHEDULE 9

FORM OF HEDGING COMPLIANCE CERTIFICATE

To:	DnB NOR Bank ASA
From:	SRV Joint Gas Two Ltd
Dated:
Dear Sirs

SRV Joint Gas Two Ltd [USD300,000,000]

Facility Agreement dated [                    ] (the “Agreement”)

1. We refer to the Agreement. This is a Hedging Compliance Certificate. Terms defined in the Agreement have the same meaning in this Hedging Compliance Certificate unless given a different meaning in this Hedging Compliance Certificate.

2. We confirm that as at [ — ]:

(a) the aggregate notional principal amount of the Swap Transactions is USD[ — ]; and

(b) the amount of the Loans is USD[ — ]

and that the aggregate principal amount of the Swap Transaction is [equal to]/[greater than] 90 per cent. of the amount of the Loans but does not exceed 110 per cent. of the amount of the Loans.

3. We confirm that no Default is continuing.

Signed	Signed
Authorised Signatory	Authorised Signatory
For and on behalf of	For and on behalf of
SRV Joint Gas Two Ltd	SRV Joint Gas Two Ltd

109

SIGNATURES

THE BORROWER

SRV JOINT GAS TWO LTD

By:	/s/ ØYSTEIN LAURITZEN
Address:	c/o Höegh LNG AS
	Drammensveien 134
	PO Box 4, Skoyen
	N-0212 Oslo, Norway
Fax:	+47 21 03 90 13

THE AGENT

DNB NOR BANK ASA

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Stranden 21
	0021 Oslo
	Norway
Fax:	+47 22 48 20 20

THE SECURITY TRUSTEE

DNB NOR BANK ASA

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Stranden 21
	0021 Oslo
	Norway
Fax:	+47 22 48 20 20

THE BOOKRUNNERS

CALYON

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Ruselokkveien 6
	PO Box 1675 Vika
	N-0120 Oslo
	Norway
Fax:	+47 22 01 0651

110

LLOYDS TSB BANK PLC

By:	/s/ ILLEGIBLE SIGNATURE
Address:	10 Gresham Street
	London, EC2V 7AE
Fax:	+44 (0)20 7158 3273

MIZUHO CORPORATE BANK, LTD.

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Bracken House, One Friday Street
	London, EC4M 9JA
Fax:	+44 (0)20 7012 4478

SUMITOMO MITSUI BANKING CORPORATION, BRUSSELS BRANCH

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Avenue des Arts 58, Box 18
	1000 Brussels
	Belgium
Fax:	+32 2 502 07 80

THE MANDATED LEAD ARRANGERS

CALYON

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Ruselokkveien 6
	PO Box 1675 Vika
	N-0120 Oslo
	Norway
Fax:	+47 22 01 0651

111

DNB NOR BANK ASA
By:	/s/ ILLEGIBLE SIGNATURE
Address:	Stranden 21
	0021 Oslo
	Norway
Fax:	+47 22 48 20 20

FORTIS BANK (NEDERLAND) NV, OSLO BRANCH

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Haakon VII’s Gate 10
	0161 Oslo
	Norway
Fax:	+47 23 11 49 40

LLOYDS TSB BANK PLC
By:	/s/ ILLEGIBLE SIGNATURE
Address:	10 Gresham Street
	London, EC2V 7AE
Fax:	+44 (0)20 7158 3273

MIZUHO CORPORATE BANK, LTD.
By:	/s/ ILLEGIBLE SIGNATURE
Address:	Bracken House, One Friday Street
	London, EC4M 9JA
Fax:	+44 (0)20 7012 4478

SUMITOMO MITSUI BANKING CORPORATION, BRUSSELS BRANCH

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Avenue des Arts 58, Box 18
	1000 Brussels
	Belgium
Fax:	+32 2 502 07 80

112

THE LENDERS
CALYON
By:	/s/ ILLEGIBLE SIGNATURE
Address:	Ruselokkveien 6
	PO Box 1675 Vika
	N-0120 Oslo
	Norway
Fax:	+47 22 01 0651

DNB NOR BANK ASA
By:	/s/ ILLEGIBLE SIGNATURE
Address:	Stranden 21
	0021 Oslo
	Norway
Fax:	+47 22 48 20 20

FORTIS BANK (NEDERLAND) NV, OSLO BRANCH

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Haakon VII’s Gate 10
	0161 Oslo
	Norway
Fax:	+47 23 11 49 40

LLOYDS TSB BANK PLC
By:	/s/ ILLEGIBLE SIGNATURE
Address:	10 Gresham Street
	London, EC2V 7AE
Fax:	+44 (0)20 7158 3273

MIZUHO CORPORATE BANK, LTD.
By:	/s/ ILLEGIBLE SIGNATURE
Address:	Bracken House,
	One Friday Street
	London, EC4M 9JA
Fax:	+44 (0)20 7012 4478

113

SUMITOMO MITSUI BANKING CORPORATION, BRUSSELS BRANCH

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Avenue des Arts 58, Box 18
	1000 Brussels
	Belgium
Fax:	+32 2 502 07 80

THE SWAP BANKS
CALYON
By:	/s/ ILLEGIBLE SIGNATURE
Address:	Ruselokkveien 6
	PO Box 1675 Vika
	N-0120 Oslo
	Norway
Fax:	+47 22 01 0651

DNB NOR BANK ASA
By:	/s/ ILLEGIBLE SIGNATURE
Address:	Stranden 21
	0021 Oslo
	Norway
Fax:	+47 22 48 20 20

FORTIS BANK (NEDERLAND) NV, OSLO BRANCH

By:	/s/ ILLEGIBLE SIGNATURE
Address:	Stranden 21
	0021 Oslo
	Norway
Fax:	+47 22 48 20 20

114

LLOYDS TSB BANK PLC
By:	/s/ ILLEGIBLE SIGNATURE
Address:	10 Gresham Street
	London, EC2V 7AE
Fax:	+44 (0)20 7158 3273

MIZUHO CORPORATE BANK, LTD.
By:	/s/ ILLEGIBLE SIGNATURE
Address:	Bracken House, One Friday Street
	London, EC4M 9JA
Fax:	+44 (0)20 7012 4478

SMBC CAPITAL MARKETS, INC.
By:	/s/ ILLEGIBLE SIGNATURE
Address:	Avenue des Arts 58, Box 18
	1000 Brussels
	Belgium
Fax:	+32 2 502 07 80

115

Dated 25 March 2010

Between

SRV JOINT GAS TWO LTD.

as Borrower

and

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 20 DECEMBER 2007

Ince & Co

1 St Katharine’s Way

London, E1W 1AY

Tel: +44 7481 0010

Fax: +44 7481 4968

(Ref: DGN/8745)

THIS AGREEMENT is dated 25 March 2010 and made between:

(1) SRV JOINT GAS TWO LTD. as borrower (the “Borrower”);

(2) DNB NOR BANK ASA as security trustee (the “Security Trustee”); and

(3) DNB NOR BANK ASA as agent for the Finance Parties (the “Agent”).

IT IS AGREED as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Amended Facility Agreement” means the Original Facility Agreement, as amended by this Agreement.

“Charter” means the time charterparty of the Ship dated 20 March 2007, originally entered into between the Borrower and the Original Charterer, as novated by a novation agreement dated 25 March 2010 entered into between the Borrower, the Original Charterer and the Charterer and which is effective as of 25 March 2010;

“Charterer” means GDF Suez Global LNG Supply SA, a company incorporated under the laws of the Duchy of Luxembourg, having its principal office address at 76, avenue de la Liberté, L-1930 Luxembourg, Grand Duchy of Luxembourg;

“Charter Assignment” means the assignment of the rights of the Borrower under the Charter to be executed by the Borrower in favour of the Security Trustee in agreed form;

“Charter Consent and Agreement” means the agreement to be executed by the Charterer, the Borrower and the Security Trustee in agreed form;

“Charter Ownership Undertaking” means the undertaking from the Project Sponsor to the Borrower dated 25 March 2010;

“Comfort Letter” means the letter dated 25 March 2010 from the Project Sponsor to the Borrower;

“Effective Date” means the date on which the Agent confirms to the Borrower that it has received each of the documents listed in Schedule 1 (Conditions Precedent) in a form and substance satisfactory to the Agent.

“Information Sharing Letter” means the letter from the Project Sponsor to the Borrower dated 25 March 2010;

“Original Facility Agreement” means the Facility Agreement dated 20 December 2007 between the Borrower, the Agent and the other Finance Parties;

“Original Charterer” means GDF Suez LNG Trading SA (formerly called Suez LNG Trading SA), a company incorporated under the laws of the Duchy of Luxembourg, having its principal office address at 76, avenue de la Liberté, L-1930 Luxembourg, Grand Duchy of Luxembourg;

“Replacement Security Documents” means:

(a) the Charter Assignment; and

(b) the Charter Consent and Agreement;

“Replacement Transaction Documents” means:

(a) the Replacement Security Documents; and

(b) the Replacement Underlying Documents;

“Replacement Underlying Documents” means:

(a) the Charter Ownership Undertaking;

(b) the Comfort Letter;

(c) the Information Sharing Letter; and

(d) the Charter.

1.2 Incorporation of defined terms

(a) Unless a contrary indication appears, a term used in any other Finance Document has the same meaning in this Agreement.

(b) The principles of construction set out in the Original Facility Agreement shall have effect as if set out in this Agreement.

1.3 Clauses

(a) In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule of this Agreement.

(b) Clause and Schedule headings are for ease of reference only.

1.4 Third Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

1.5 Designation

In accordance with the Original Facility Agreement, the Agent and the Borrower designate this Agreement as a Finance Document.

2 AMENDMENTS

With effect from the Effective Date, Clause 1.1 of the Original Facility Agreement shall be amended as follows:

(a) by replacing the definitions of “Charter”, “Charterer”, “Charter Ownership Undertaking”, “Comfort Letter” and “Information Sharing Letter” in the Original Facility Agreement with the definitions of such terms in Clause 1.1 of this Agreement; and

(b) by the addition of the definition of “Original Charterer” as set out in Clause 1.1 of this Agreement.

3 CONTINUITY AND FURTHER ASSURANCE

3.1 Continuing obligations

The provisions of the Original Facility Agreement and the other Finance Documents shall, save as amended by this Agreement, continue in full force and effect.

3.2 Further assurance

The Borrower shall, at the request of the Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.

4 FEES, COSTS AND EXPENSES

4.1 Transaction expenses

The Borrower shall promptly on demand pay the Agent and each of the Lenders the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the registration, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement.

4.2 Enforcement Costs

The Borrower shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement, or the preservation, of any rights under this Agreement.

5 MISCELLANEOUS

5.1 Incorporation of terms

The provisions of Clause 32 (Notices), Clause 34 (Partial Invalidity), Clause 35 (Remedies and Waivers) and Clause 39 (Enforcement) of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in these clauses to “this Agreement” are references to this Agreement.

5.2 Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

6 GOVERNING LAW

This Agreement is governed by English law.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1

CONDITIONS PRECEDENT

Part I

1. Borrower

(a) A Certified Copy of the constitutional documents of the Borrower.

(b) A Certified Copy of a resolution of the board of directors of the Borrower:

(i) approving the terms of, and the transactions contemplated by, the Replacement Transaction Documents to which it is a party and resolving that it execute the Replacement Transaction Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Replacement Transaction Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Replacement Transaction Documents to which it is a party.

(c) the original of any power of attorney under which any Replacement Transaction Document is executed on behalf of the Borrower.

(d) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

2. Finance Documents

Duly executed originals of:

(a) this Agreement;

(b) the New Charter Assignment; and

(c) the New Charter Consent and Agreement;

3. Underlying Documents

Certified copies of:

(a) the Charter Ownership Undertaking;

(b) the Comfort Letter

(c) the Information Sharing Letter; and

(d) the Charter.

4. Legal opinions

(a) An English legal opinion from Ince & Co, addressed to the Arranger, the Agent and the Original Lenders.

(b) A Caymans legal opinion from Maples & Calder, addressed to the Arranger, the Agent and the Original Lenders.

(c) A Luxembourg legal opinion from Bonn Schmitt Steichen Avocats addressed to the Arranger, the Agent and the Original Lenders.

(d) Such other legal opinions as the Agent may reasonably require in relation to any other Finance Document.

SIGNATURES
THE BORROWER
SRV JOINT GAS TWO LTD
By:	/s/ MATTHEW LEIGH
Address:	c/o Höegh LNG AS
	Drammensveien 134
	PO Box 4, Skoyen
	N-0212 Oslo, Norway
Fax:	+47 21 03 90 13
THE AGENT (FOR THE FINANCE PARTIES)
DNB NOR BANK ASA
By:	/s/ ALISON LESCURE
Address:	Stranden 21
	0021 Oslo
	Norway
Fax:	+47 22 48 20 20
THE SECURITY TRUSTEE
DNB NOR BANK ASA
By:	/s/ ALISON LESCURE
Address:	Stranden 21
	0021 Oslo
	Norway
Fax:	+47 22 48 20 20

To: SRV Joint Gas Two Ltd.

Clifton House

75 Fort Street

George Town

Grand Cayman

Cayman Islands

Höegh LNG Limited

Canon’s Court

22 Victoria Street

Hamilton

Bermuda HM12

Mitsui O.S.K Lines Limited

1-1 Toranomon

2-Chome, Minato-Ku

Tokyo

Japan, 105-8688

26 August 2010

Dear Sirs,

US$300,000,000 Term Loan Facility to SRV Joint Gas Two Ltd. (the “Borrower”)

We refer to a facility agreement dated 20 December 2007 as amended from time to time including by a facility amendment agreement dated 25 March 2010 (the “Facility Agreement”) and made between (i) the Borrower and (ii) CALYON, DnB NOR Bank ASA, Fortis Bank (Nederland) N.V. Oslo Branch, Lloyds TSB Bank Plc, Mizuho Corporate Bank, Ltd. and Sumitomo Mitsui Banking Corporation, Brussels Branch as arrangers (iv) the financial institutions listed in Schedule 1 as lenders (the “Original Lenders”), (v) CALYON, DnB NOR Bank ASA, Fortis Bank (Nederland) N.V. Oslo Branch, Lloyds TSB Bank Plc, Mizuho Corporate Bank, Ltd. and SMBC Capital Markets, Inc. as swap banks and (v) DNB NOR Bank ASA as Agent and Security Trustee under which the Lenders agreed to make available to the Borrower, upon the terms and subject to the conditions therein set out, a secured term loan facility in a total amount of up to USD300,000,000.

Words and expressions defined in the Facility Agreement, shall, as appropriate, have the same meaning where used in this letter.

A reference to a clause or schedule is to a clause or schedule in the Facility Agreement.

The Agent (acting with the consent and authorisation of the Lenders) hereby consents to the transfer from MOL to Tokyo LNG Tanker Co., Ltd. (“TLT”) of 1.5 per cent. of the shares in the Borrower presently held by MOL and to the related amendment, restatement or novation (as applicable) of the Shareholder Agreement and the Shareholder Loan Agreement.

The terms of the Facility Agreement are amended so that with effective from the date on which the share transfer from MOL to TLT takes place (the “Effective Date”):

(i) in Clause 1.1 (Definitions), the definition of “Negative Pledge” shall be changed by adding the words “and any other shareholder of the Borrower” after “Vessel Sponsors”;

(ii) in Clause 1.1 (Definitions), the definition of “Shareholder Agreement” shall be changed by replacing the words “on, or about, the date of this Agreement entered into between MOL and HLNG” to “entered into between MOL, HLNG and TLT”;

(iii) in Clause 1.1 (Definitions), the definition of “Shareholder Loan Agreement” shall be changed by adding the words “as amended and restated and entered into between MOL, HLNG, TLT and the Borrower and the related novation agreement entered into between MOL, HLNG, TLT and the Borrower”;

1

(iv) by adding a new definition in Clause 1.1, as follows: “TLT” means Tokyo LNG Tanker Co., Ltd. a company incorporated under the laws of Japan and having its principal office at 1-5-20 Kaigan, Minato-ku, Tokyo, Japan 105-8527;

(v) Clause 17.2 (Share Capital and Ownership) shall be changed by replacing “and by MOL as to 50 per cent.” to “, by MOL as to 48.5 per cent. and by TLT as to 1.5 per cent.”;

In addition from the Effective Date, Recital (C) in the Vessel Sponsors’ Undertaking dated 20 December 2007 shall be amended by replacing the words “and MOL as to 50 per cent.” with “, MOL as to 48.5 per cent. and TLT as to 1.5 per cent.”

On or before the Effective Date, the Borrower shall provide the Agent with certified copies of :

(i) a resolution of the board of directors (or other appropriate corporate authorities or approvals) of the Borrower, each Vessel Sponsor and TLT approving the execution of this letter, the Negative Pledge, the Shareholder Agreement and the Shareholder Loan Agreement (as applicable) by a director, authorised signatory or attorney of each company together with any constitutional or incorporation documents or other corporate authorisations required in order to issue the legal opinions listed below;

(ii) the amended and restated Shareholder Agreement entered into between the Vessel Sponsors and TLT;

(iii) the amended and restated Shareholder Loan Agreement entered into between the Vessel Sponsors, TLT and the Borrower and the related novation agreement entered into between the Vessel Sponsors, TLT and the Borrower;

(iv) the share certificate issued in the name of TLT for its 1.5 per cent. shareholding in the Borrower, the share certificate issued in the name of MOL for its 48.5 per cent shareholding in the Borrower and the share purchase agreement entered into between MOL and TLT; and

(v) evidence that any process agent referred to in Clause 10.2, Negative Pledge (Service of Process) has accepted its appointment.

The Agent shall arrange for legal opinions to be obtained in form satisfactory to the Agent as follows:

(i) A Japanese legal opinion from Maritax Law Office addressed to the Agent and the Original Lenders;

(ii) A Bermudan legal opinion from Mello, Jones & Martin addressed to the Agent and the Original Lenders; and

(iii) An English legal opinion from Ince & Co addressed to the Agent and the Original Lenders

The provisions of the Facility Agreement and the Finance Documents shall, save as amended by this letter, continue in full force and effect.

This letter and any non-contractual obligations arising out of or in connection with it shall be governed by English law.

Please confirm your agreement to the terms of this letter by signing and returning a copy of this letter.

Yours faithfully

/s/ HERMANN HOVLAND ØVERLIE

For and on behalf of

DNB NOR BANK ASA

(as Agent for the Lenders)

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We agree to the terms of this letter.

/s/ ØRJAN HOMME

For and on behalf of

SRV JOINT GAS TWO LTD.

/s/ LARS MÅRDALEN

For and on behalf of

HÖEGH LNG LIMITED

/s/ ILLEGIBLE SIGNATURE

For and on behalf of

MITSUI O.S.K. LINES LIMITED

3

Dated 29 June 2012

Between

SRV JOINT GAS TWO 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 20 DECEMBER 2007

(AS AMENDED ON 25 MARCH 2010 AND ON 26 AUGUST 2010)

Ince & Co LLP

1 St Katharine’s Way

London, E1W 1AY

Tel: +44 7481 0010

Fax: +44 7481 4968

(Ref: DGN/8745)

THIS AGREEMENT is dated 29 June 2012 and made between:

(1) SRV JOINT GAS TWO LTD. as borrower (the “Borrower”);

(2) DNB BANK ASA (formerly known as DnB NOR Bank ASA) as security trustee (the “Security Trustee”); and

(3) DNB BANK ASA (formerly known as DnB NOR Bank ASA) as agent for the Finance Parties (the “Agent”).

IT IS AGREED as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Amended Facility Agreement” means the Original Facility Agreement, as amended by this Agreement.

“Charter” means the time charterparty of the Ship dated 20 March 2007, originally entered into between the Borrower and the Original Charterer, as novated by a novation agreement dated 25 March 2010 entered into between the Borrower, the Original Charterer and the Charterer and as amended by the First Charter Amendment and the Second Charter Amendment;

“CNOOC” means CNOOC Gas & Power Limited a company organised and existing under the law of China having its registered office at Jingxin Building, Jia No 2, Dongsanhuabeilu, Beijing, People’s Republic of China;

“CNOOC Sub-Charter” means the sub-time charterparty to be entered into between the Charterer and CNOOC as sub-charterer in relation to the Ship;

“Effective Date” means the date on which the Agent confirms to the Borrower that it has received each of the documents listed in Schedule 1 (Conditions Precedent) in a form and substance satisfactory to the Agent.

“First Charter Amendment” means the agreement for amendments to the Charter in relation to the Ship being operated as an SRV to be entered into between the Borrower and the Charterer in agreed form;

“Original Facility Agreement” means the Facility Agreement dated 20 December 2007 as amended on 25 March 2010 and 26 August 2010 between the Borrower, the Agent and the other Finance Parties;

“Second Charter Amendment” means the agreement for amendments to the Charter in relation to the Ship being operated as an FSRU to be entered into between the Borrower and the Charterer;

“Ship Modification” means the modification of the Ship by Sembawang Shipyard, Singapore to operate as a shuttle and regasification vessel (“SRV”) or a floating, storage and regasification unit (“FSRU”) as required under the Second Charter Amendment;

1

“Ship Reinstatement” means the reinstatement of the Ship as an SRV at the end of the CNOOC Sub-Charter, as required under the Second Charter Amendment; and

“Time Charter Amendments” means the First Charter Amendment and the Second Charter Amendment.

1.2 Incorporation of defined terms

(a) Unless a contrary indication appears, a term used in the Original Facility Agreement has the same meaning in this Agreement.

(b) The principles of construction set out in the Original Facility Agreement shall have effect as if set out in this Agreement.

1.3 Clauses

(a) In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule of this Agreement.

(b) Clause and Schedule headings are for ease of reference only.

1.4 Third Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

1.5 Designation

In accordance with the Original Facility Agreement, the Agent and the Borrower designate this Agreement as a Finance Document.

2 CONSENTS

With effect from the Effective Date, the Agent (acting with the consent and authorisation of the Majority Lenders) gives its consent to:

(a) the Time Charter Amendments (as required under Clause 23.12 of the Original Facility Agreement and Clause 4.2 of the Charter Assignment); and

(b) subject to receipt by the Agent of the evidence listed in Part 1 of Schedule 2 (Conditions Subsequent), in form and substance satisfactory to the Agent, the Ship Modification (as required under Clause 20.3 of the Original Facility Agreement); and

(c) Subject to receipt by the Agent of the evidence listed in Part II of Schedule 2 (Conditions Subsequent), in form and substance satisfactory to the Agent, the Ship Reinstatement (as required under Clause 20.3 of the Original Facility Agreement).

3 AMENDMENTS

With effect from the Effective Date,

3.1.1 Clause 1.1 of the Original Facility Agreement shall be amended as follows:

(a) by replacing the definition of Charter in the Original Facility Agreement with the definition of such term in Clause 1.1 of this Agreement;

2

(b) by the addition of the definitions of “First Charter Amendment” and “Second Time Charter Amendment” as set out in Clause 1.1 of this Agreement; and

(c) for the period following completion of the Ship Modification and before the Ship Reinstatement, by construing the definition of “Ship” to mean the Ship operating as an SRV or an FSRU.

3.1.2 Each of the other Finance Documents shall be amended so that:

(a) any reference therein to “the Facility Agreement” shall be construed as a reference to the Amended Facility Agreement; and

(b) for the period following completion of the Ship Modification and before the Ship Reinstatement, by construing the definition of “Ship” to mean the Ship operating as an SRV or an FSRU.

4 CONTINUITY AND FURTHER ASSURANCE

4.1 Continuing obligations

The provisions of the Original Facility Agreement and the other Finance Documents shall, save as amended by this Agreement, continue in full force and effect.

4.2 Further assurance

The Borrower shall, at the request of the Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.

5 FEES, COSTS AND EXPENSES

5.1 Transaction expenses

The Borrower shall promptly on demand pay the Agent the amount of all costs and expenses (including legal fees) reasonably incurred in connection with the registration, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement.

5.2 Enforcement Costs

The Borrower shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement, or the preservation, of any rights under this Agreement.

6 MISCELLANEOUS

6.1 Incorporation of terms

The provisions of Clause 32 (Notices), Clause 34 (Partial Invalidity), Clause 35 (Remedies and Waivers) and Clause 39 (Enforcement) of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in these clauses to “this Agreement” are references to this Agreement.

3

6.2 Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

7 GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by English law.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

4

SCHEDULE 1

CONDITIONS PRECEDENT

1. Borrower

(a) A Certified Copy of the constitutional and incorporation documents of the Borrower.

(b) A Certified Copy of a resolution of the board of directors of the Borrower:

(i) approving the terms of, and the transactions contemplated by this Agreement and the Time Charter Amendments resolving that it execute this Agreement and the Time Charter Amendments;

(ii) authorising a specified person or persons to execute this Agreement and the Time Charter Amendments; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Agreement and the Time Charter Amendments.

(c) the original of any power of attorney under which this Agreement and the Time Charter Amendments is executed on behalf of the Borrower.

2. Charterer

(a) A Certified Copy of the current consolidated articles of association of the Charterer;

(b) A Certified Copy of the minutes or circular resolutions of the board of directors of the Charterer approving the execution of the Time Charter Amendments by a director, authorised signatory or attorney (including the original of any power of attorney, if applicable) of the Charterer as required in order to issue the legal opinions set out in 6. below.

3. Finance Documents

A duly executed original of this Agreement

4. Underlying Documents

Certified Copies of the Time Charter Amendments.

5. CNOOC Mortgage Acknowledgement

A confirmation from the Charterer that, in the CNOOC Sub-Charter, CNOOC has acknowledged the Mortgage registered over the Ship at the Norwegian International Ship Registry.

5

6. Legal opinions

(a) An English legal opinion from Ince & Co LLP, addressed to the Arranger, the Agent and the Original Lenders.

(b) A Cayman Islands legal opinion from Maples & Calder, addressed to the Arranger, the Agent and the Original Lenders.

(c) A Luxembourg legal opinion from Bonn & Schmitt addressed to the Arranger, the Agent and the Original Lenders.

(d) Such other legal opinions as the Agent may reasonably require in relation to any other Finance Document.

7. Other documents and evidence

A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of this Agreement.

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SCHEDULE 2

CONDITIONS SUBSEQUENT

Part I

1. Prior to the commencement of the Ship Modification works:

(a) evidence that the registration of the Ship and the Mortgage at the Norwegian International Ship Registry will not be affected by the Ship Modification, by providing an up-to-date copy of the Certificate of Ownership and Encumbrance for the Ship;

(b) evidence that the Ship will be insured for the relevant marine risks (including builder’s risks) and otherwise in accordance with the covenants given under the Original Facility Agreement during the period of the works for the Ship Modification;

(c) letters of undertaking in accordance with Clause 21.4.1 of the Original Facility Agreement or confirmation from the insurers that the existing letters of undertaking will continue to be valid and effective; and

(d) if required by the Agent, a favourable opinion from an independent insurance consultant appointed by the Agent on such matters relating to the insurances for the Ship as the Agent may require.

2. Following completion of the Ship Modification:

(a) evidence that the Ship is insured for relevant marine risks in order to operate as an SRV or an FSRU under the terms of the Charter and otherwise in accordance with the covenants given under the Original Facility Agreement;

(b) letters of undertaking in accordance with Clause 21.4.1 of the Original Facility Agreement or confirmation from the insurers that the existing letter of undertaking will continue to be valid and effective;

(c) if required by the Agent, a favourable opinion from an independent insurance consultant appointed by the Agent on such matters relating to the insurances for the Ship as the Agent may require;

(d) evidence that the Ship maintains the highest class with the Classification Society free of all recommendations and conditions; and

(e) evidence that the Manager and/or Operator and the Ship are in compliance with the ISM Code and the ISPS Code, by providing up-to-date copies of:

(i) the document of compliance (“DOC”) for the Manager and/or Operator;

(ii) the safety management certificate (“SMC”) for the Ship; and

(iii) the international ship security certificate (“ISSC”) for the Ship.

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Part II

1. Prior to the commencement of the Ship Reinstatement works:

(a) evidence that the registration of the Ship and the Mortgage at the Norwegian International Ship Registry will not be affected by the Ship Reinstatement, by providing an up-to-date copy of the Certificate of Ownership and Encumbrance for the Ship;

(b) evidence that the Ship will be insured for the relevant marine risks (including builder’s risks) and otherwise in accordance with the covenants given under the Original Facility Agreement during the period of the works for the Ship Reinstatement;

(c) letters of undertaking in accordance with Clause 21.4.1 of the Original Facility Agreement or confirmation from the insurers that the existing letters of undertaking will continue to be valid and effective; and

(d) if required by the Agent, a favourable opinion from an independent insurance consultant appointed by the Agent on such matters relating to the insurances for the Ship as the Agent may require.

2. Following completion of the Ship Reinstatement:

(a) evidence that the Ship is insured for relevant marine risks in order to operate as an SRV under the terms of the Charter and otherwise in accordance with the covenants given under the Original Facility Agreement;

(b) if required by the Agent, a favourable opinion from an independent insurance consultant appointed by the Agent on such matters relating to the insurances for the Ship as the Agent may require;

(c) the Ship maintains the highest class with the Classification Society free of all recommendations and conditions; and

(d) the Manager and/or Operator and the Ship are in compliance with the ISM Code and the ISPS Code by providing up-to-date copies of:

(i) the DOC for the Manager and/or Operator;

(ii) the SMC for the Ship; and

(iii) the ISSC for the Ship.

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SIGNATURES
THE BORROWER
SRV JOINT GAS TWO LTD.
By:	/s/ STEFFEN FØREID
Address:	c/o Höegh LNG AS
	Drammensveien 134
	PO Box 4, Skoyen
	N-0212 Oslo, Norway
Fax:	+47 21 03 90 13
THE AGENT (FOR THE FINANCE PARTIES)
DNB BANK ASA
By:	/s/ KJERSTIN R. BRATTHEN
Address:	Stranden 21
	0021 Oslo
	Norway
Fax:	+47 22 48 20 20
THE SECURITY TRUSTEE
DNB BANK ASA
By:	/s/ KJERSTIN R. BRATTHEN
Address:	Stranden 21
	0021 Oslo
	Norway
Fax:	+47 22 48 20 20

9

EX-10

EXHIBIT 10.28

Execution Version

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 Agent and Security Agent

THE FINANCIAL INSTITUTIONS LISTED HEREIN

as Lenders

THE FINANCIAL INSTITUTIONS LISTED HEREIN

as Hedging Banks

STANDARD CHARTERED BANK

as Offshore Account Bank

STANDARD CHARTERED BANK, JAKARTA BRANCH

as Onshore Account Bank

STANDARD CHARTERED BANK

as K-sure Agent

STANDARD CHARTERED BANK

as Issuing Bank

FACILITY AGREEMENT

for a $299,000,000 Term Loan Facility

and $10,700,000 Standby Letter of Credit Facility

in respect of the construction of one (1) Floating Storage

Regasification Unit (FSRU) having Hull No. 2548

at Hyundai Heavy Industries Co., Ltd. and a

tower yoke mooring system

Contents

Clause		Page
SECTION 1 - INTERPRETATION			1
1	Definitions and interpretation		1
SECTION 2 - THE FACILITIES			52
2	The Facilities		52
3	Purpose		55
4	Conditions of Utilisation		55
SECTION 3 - UTILISATION			57
5	Utilisation of Term Facility		57
6	Utilisation of LC Facility		60
SECTION 4 - LETTER OF CREDIT			62
7	Letter of Credit		62
SECTION 4 - REPAYMENT, PREPAYMENT AND CANCELLATION			66
8	Repayment		66
9	Illegality, prepayment and cancellation		67
SECTION 5 - COSTS OF UTILISATION			75
10	Interest		75
11	Interest Periods		76
12	Changes to the calculation of interest		77
13	Fees		78
SECTION 6 - ADDITIONAL PAYMENT OBLIGATIONS			80
14	Tax gross-up and indemnities		80
15	Increased Costs		85
16	Other indemnities		86
17	Mitigation by the Lenders		89
18	Costs and expenses		90
SECTION 7 - REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT			91
19	Representations		91
20	Information undertakings		97

21	Financial covenants	100
22	General undertakings	101
23	Construction undertakings	106
24	Project undertakings	108
25	Dealings with the Vessel	115
26	Condition and operation of Vessel	116
27	Insurance	119
28	Project Accounts, Receivables and Insurance Proceeds	123
29	Business restrictions	137
30	Hedging	141
31	Events of Default	145
32	Position of Hedging Banks	154
SECTION 8 - CHANGES TO PARTIES		157
33	Changes to the Lenders	157
34	Changes to the Obligors	161
35	Benefit and burden	161
36	Confidentiality	161
SECTION 9 - THE FINANCE PARTIES		165
37	Roles of Facility Agent, Security Agent and K-sure Agent	165
38	Conduct of business by the Finance Parties	181
39	Sharing among the Finance Parties	182
SECTION 10 - ADMINISTRATION		184
40	Payment mechanics	184
41	Set-off	187
42	Notices	187
43	Calculations and certificates	189
44	Partial invalidity	189
45	Remedies and waivers	189
46	Amendments and grant of waivers	190
47	Counterparts	191

SECTION 11 - GOVERNING LAW AND ENFORCEMENT		191
48	Governing law	191
49	Enforcement	192
Schedule 1 The original parties		193
Schedule 2 Vessel information		219
Schedule 3 Conditions precedent		222
Schedule 4 Utilisation Requests		233
Schedule 5 Selection Notice		236
Schedule 6 Mandatory Cost Formulae		237
Schedule 7 Form of Transfer Certificate		240
Schedule 8 Form of Compliance Certificate		242
Schedule 9 Form of Market Disruption Notification		243
Schedule 10 Form of Project Budget Statement		244
Schedule 11 Repayment Schedules		246
Schedule 12 Form of Standby Letter of Credit		247
Schedule 13 Conditions Precedent to Completion Guarantee Release Date		249
Schedule 14 List of Translated Documents		250
Schedule 15 Form of Accession Deed		251
Schedule 16 Form of Increase Confirmation		252
Schedule 17 Technical Adviser’s Scope of Work		254
Schedule 18 Form of instruction to Account Banks		257
Schedule 19 Account Banks provisions		259

THIS AGREEMENT is dated 12 September 2013 and made between:

(1) PT HOEGH LNG LAMPUNG (the Borrower);

(2) THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., DBS BANK LTD, KOREA DEVELOPMENT BANK, STANDARD CHARTERED BANK and OVERSEA-CHINESE BANKING CORPORATION LIMITED as mandated lead arrangers (the Mandated Lead Arrangers);

(3) STANDARD CHARTERED BANK as KSURE agent (the K-sure Agent);

(4) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as lenders (the Original Lenders);

(5) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as hedging banks (the Original Hedging Banks);

(6) STANDARD CHARTERED BANK as facility agent for the other Finance Parties (the Facility Agent);

(7) STANDARD CHARTERED BANK as security agent for the Finance Parties (the Security Agent);

(8) STANDARD CHARTERED BANK as offshore account bank (the Offshore Account Bank);

(9) STANDARD CHARTERED BANK, JAKARTA BRANCH as onshore account bank (the Onshore Account Bank); and

(10) STANDARD CHARTERED BANK as issuing bank (the Original Issuing Bank).

IT IS AGREED as follows:

SECTION 1 - INTERPRETATION

1 Definitions and interpretation

1.1 Definitions

In this Agreement and (unless otherwise defined in the relevant Finance Document) the other Finance Documents:

50% Acquisition Terms is as defined in the Charter.

Accession Deed means a deed of accession entered into in the form set out in Schedule 15 (Form of Accession Deed) or such other form as is agreed by the Facility Agent and the Borrower.

Account means any bank account, deposit or certificate of deposit opened, made or established in accordance with clause 28 (Project Accounts, Receivables and Insurance Proceeds).

Account Bank means the Offshore Account Bank or the Onshore Account Bank.

Account Security means, in relation to a Project Account (other than the Distribution Account), a deed or other instrument executed by the Borrower in favour of the Security Agent in an agreed form conferring a Security Interest over that Project Account.

Actual Project Cost means all Project Costs and other costs incurred to complete the Project (including Project Costs in respect of the Finance Documents) on or before Final Acceptance.

Additional Cost Rate has the meaning given to it in Schedule 6 (Mandatory Cost Formulae).

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

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Agents means the K-sure Agent and the Facility Agent.

Agreed Scope of Work means the Technical Advisor’s scope of work as set out in Schedule 17 (Technical Adviser’s Scope of Work).

APLMA means the Asia Pacific Loan Market Association Limited.

Approved Credit Rating in respect of any relevant person, means a credit rating for the long term indebtedness of that person, or in the case of an insurer, an insurer financial strength rating, of not less than A- with Standard & Poor’s Rating Agency (or an equivalent rating with another internationally recognised credit rating agency).

Approved Operator means each O&M Contractor or another appropriately qualified and experienced company or group of companies within the Group as may be notified to the Facility Agent or another appropriately qualified and experienced company approved by the Lenders and K-sure.

Approved Refinancing means any extension of the Original FSRU Tranche Final Maturity Date which complies with the requirements of clause 22.15 (Balloon Refinancing) or any other refinancing approved by the Lenders in writing.

Approved Shareholder means the Singapore Shareholder, the Indonesian Shareholder or another company or group of companies which has provided, or in respect of which the Borrower has provided, to the Facility Agent all documentation and other evidence required by the Lenders in order for each Lender to carry out and be satisfied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

Approved Transferee means any commercial bank which has a credit rating for its long term indebtedness of not less than BBB+ with Standard & Poor’s Rating Agency (or the equivalent rating with another internationally recognised credit rating agency).

Auditors means one of PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche or another approved reputable international firm of accountants.

Authority means any national, supranational, regional or local government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank (or any person, whether or not government-owned and howsoever constituted or called, that exercises the functions of a central bank) in a Relevant Jurisdiction.

Available Cash Flow means, in respect of any period and without double counting:

(a) the aggregate of:

(i) all amounts received by the Borrower under or pursuant to the Charter and/or any other Project Agreement (including the Total Charter Rate during each period) and any compensation payments and/or Insurance Proceeds paid into, or permitted to be transferred into a Revenue Account which are not required to be applied in prepayment of any Facility, in each case in such period but excluding any up front or one off reimbursement payments not forming part of the Total Charter Rate received by the Borrower in connection with any Alteration (as defined in the Charter) and the Mooring Purchase Price;

(ii) all interest and other income received by the Borrower during such period in respect of the Project Accounts (other than the Distribution Account); and

(iii) refunds, credits, rebates or similar accounts of Tax actually received by the Borrower during such period,

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(b) less the sum of:

(i) Operating Expenses paid by or due from the Borrower during such period excluding any payments by the Borrower in respect of (A) an Alteration referred to in paragraph (a) above or under the Mooring Documents or (B) any repairs and/or replacements or liabilities to the extent paid by Insurance Proceeds received by the Borrower (in the case of liabilities to the extent such Insurance Proceeds were paid in relation to such liabilities); and

(ii) the Tax Element received by the Borrower under the Charter and paid into the Rupiah Account.

Available Commitment means, in relation to a Lender in respect of a Facility or Tranche at any time, that Lender’s Commitment under that Facility or Tranche minus:

(a) the aggregate amount of its participations in any outstanding Loans or, as the case may be, any Letter of Credit under the relevant Facility or Tranche; and

(b) in relation to any proposed Utilisation, the aggregate amount of its participations in any Loans or, as the case may be, any Letter of Credit that are due to be made under the relevant Facility or Tranche on or before the proposed Utilisation Date.

Available Drawings means, at any date for determination under this Agreement, the total amount which, as at such time, any member of the Group is entitled to draw under any credit facility with a major international bank or financial institution for a term of more than 12 months and not subject to any conditions with which it or any other relevant party would not be able to comply at such time.

Available Facility means, in relation to a Facility or Tranche, at any relevant time the aggregate of each Lender’s Available Commitment in respect of that Facility or Tranche and Available Facilities means at any relevant time, the aggregate of each Lender’s Available Commitment in respect of all of the Facilities or Trenches.

Balloon means the FSRU Tranche Repayment Instalment due on the Original FSRU Tranche Final Maturity Date (calculated as an amount equivalent to fifty per cent. (50%) of the aggregate of the FSRU Tranche Loans outstanding at the Last Availability Date in respect of the FSRU Tranche of the Commercial Facility), as such amount may be reduced in accordance with this Agreement.

Balloon Repayment Guarantee means the irrevocable financial guarantee and indemnity in respect of the repayment of the Balloon and any LC Loan and certain accrued interest thereon to be issued by the Guarantor in favour of the Security Agent in the agreed form and which shall be released in accordance with its terms.

Basel 2 Accord means the ‘International Convergence of Capital Measurement and Capital Standards, a Revised Framework’ published by the Basel Committee on Banking Supervision in June 2004 as updated prior to and in the form existing on the date of this Agreement excluding any amendment thereto arising out of the Basel 3 Accord.

Basel 2 Approach means, in relation to any Finance Party, either the Standardised Approach or the relevant Internal Ratings Based Approach (each as defined in the Basel 2 Accord) adopted by that Finance Party (or any of its Affiliates) for the purposes of implementing or complying with the Basel 2 Accord.

Basel 2 Regulation means any law or regulation implementing the Basel 2 Accord or any Basel 2 Approach adopted by any Finance Party or any of its Affiliates.

Basel 3 Accord means, together, “Basel Ill: A global regulatory framework for more resilient banks and banking systems” and “Basel IlI International framework for liquidity risk measurement, standards and monitoring” both published by the Basel Committee on Banking Supervision on 16 December 2010.

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Basel 3 Increased Costs means an Increased Cost which is attributable to the implementation or application of or compliance with any Basel 3 Regulation (whether such implementation, application or compliance is by a government, regulators, Finance Party or any of its Affiliates).

Basel 3 Regulation means any law or regulation implementing the Basel 3 Accord save and to the extent that it re-enacts a Basel 2 Regulation.

Book Equity means, at any date for determination under this Agreement, the value of the capital and reserves of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet (but excluding any hedging reserve as shown in the relevant consolidated equity statement and the mark-to-market value of any financial derivatives).

Borrower Assigned Property means all the right, title, interest and benefit of the Borrower in and to:

(a) the Vessel Rights;

(b) the Guarantee Rights;

(c) the Charter Documents;

(d) the Building Contract Documents;

(e) the Mooring Documents;

(f) any Subordinated Loans;

(g) the Promissory Notes;

(h) the Earnings;

(i) the Insurances;

(j) any Requisition Compensation; and

(k) each Hedging Contract.

Borrower Withdrawal Request means a notice substantially in the form set out in Part 1 of Schedule 18 (Form of instruction to Account Banks) or any other form agreed between the Borrower, the relevant Account Bank and the Facility Agent.

Borrower’s Security means together:

(a) the Borrower Assigned Property;

(b) all of the Borrower’s right, title, interest and benefit in and to the Vessel;

(c) all of the Borrower’s right, title, interest and benefit in and to the Project Accounts (other than the Distribution Account);

(d) all the Borrower’s other assets and undertakings (secured under the Fiduciary Assignment of Tangible Assets); and

(e) all proceeds of realisation or enforcement of any Security Interest under a Security Document in or over any of the foregoing or the exercise of all and any rights, powers and remedies in relation to any such Security Interest over the foregoing.

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Break Costs means the amount (if any) by which:

(a) the interest (excluding the applicable Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum) had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period,

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current applicable Interest Period.

Builder means Hyundai Heavy Industries Co., Ltd, a company incorporated in South Korea with its principal office at 1, Jeonha-Dong, Dong-Gu, Ulsan, Korea.

Builder’s Performance L/C means any letter of credit issued to the Borrower pursuant to Article 7.10 of the Building Contract.

Builder’s Risk Insurances means:

(a) all policies and contracts of insurance; and

(b) all entries of the Lampung FSRU and/or the Mooring in a protection and indemnity or war risks or other mutual insurance association

in the joint names of: (i) the Builder (in the case of the Lampung FSRU) or the Mooring EPC Contractor and/or the Mooring Installation Contractor (in the case of the Mooring) and (ii) the Borrower in respect of or in connection with the Lampung FSRU and/or the Mooring taken out under the Building Contract or the relevant Mooring Document.

Building Contract means the contract specified in Schedule 2 (Vessel information) and made between the Builder and the Sponsor relating to, inter alia, the construction of the Lampung FSRU (the Original Building Contract) as amended by addenda 1 to 3 dated 10 June 2011, 26 March 2012 and 2 July 2012 as novated to the Borrower pursuant to the Building Contract Novation Agreement.

Building Contract Documents means the Building Contract, any Builder’s Performance L/C, any Refund Guarantee and any other guarantee or security given to the Borrower by any persons for the Builder’s obligations under the Building Contract and includes any change orders or other deed, document, agreement or instrument amending, varying or supplementing any of the foregoing documents or any of the terms and conditions thereof.

Building Contract Novation Agreement means the novation agreement dated 22 July 2013 (as further described in Part 2 of Schedule 2 (Vessel information)) made between the Borrower, the Sponsor and the Builder, pursuant to which the rights and obligations of the Sponsor under the Original Building Contract were novated in favour of the Borrower.

Business Day means:

(a) if a payment in dollars is to be made or would, but for the operation of clause 40.8 (Business Days), fall to be made by any person on that day, a day (other than a Saturday or Sunday) on which banks are open for general business in Seoul, Singapore, London, Jakarta, New York and, if such payment relates to a payment under a Guarantee, Oslo; or

(b) for the purposes of determining LIBOR, a day (other than a Saturday or Sunday) on which banks are open for the transaction of domestic and foreign exchange business in London; or

(c) for all other purposes, a day (other than a Saturday or Sunday) on which banks are open for general business in London, Singapore, Oslo, Seoul and Jakarta.

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Cancellation Date shall have the meaning ascribed thereto in the Charter.

Capital Element means the hire payable by the Charterer to the Borrower in relation to the Vessel pursuant to clause 12 of the Charter, calculated in accordance with section 2.1 of Schedule 6 to the Charter.

Change in Location means a change in location of the Lampung FSRU from the Permitted Location.

Change of Control means:

(d) the Shareholders, together, cease to, directly or indirectly, legally and beneficially, own one hundred per cent (100%) of the shares in the Borrower; or

(e) unless the Master Limited Partnership has occurred, the Guarantor, ceases to, directly or indirectly, legally and beneficially, own at least forty nine per cent (49%) of the shares in the Borrower or have management control of the Borrower; or

(f) if the Master Limited Partnership has occurred, the Guarantor, ceases to, directly or indirectly, legally and beneficially, own at least forty nine per cent (49%) of the units in the MLP or ceases to have management control of the MLP or the MLP ceases to, directly or indirectly, legally and beneficially, own at least forty nine per cent (49%) of the shares in the Borrower or the MLP ceases to have management control over the Borrower.

Charged Property means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Security Documents.

Charter means the amended and restated contract dated 17 October 2012 (as further described in Part 2 of Schedule 2 (Vessel information)) in respect of the procurement of the Mooring and the installation, lease, operation and maintenance of the Vessel for an initial period of twenty (20) years (the Original Charter) made between (1) the Charterer and (2) the Sponsor, as novated or to be novated to the Borrower pursuant to the Charter Novation Agreement.

Charter Documents means the Charter, the PGN L/C, the Umbrella Agreement, the Consortium Agreement, the Charter Guarantee and any guarantee or security given to the Borrower by any person for the Charterer’s obligations under the Charter and includes any other deed, document, agreement or instrument amending, varying or supplementing any of the foregoing documents or any of the terms and conditions thereof.

Charter Guarantee means each guarantee to be issued by the Charter Guarantor upon a novation of the Charter pursuant to and in accordance with clause 16.3 of the Charter, in form and substance satisfactory to the Lenders, acting reasonably.

Charter Guarantor means PT Perusahaan Gas Negara (Persero) Tbk, as further described in Part 2 of Schedule 2 (Vessel information).

Charter Liabilities means any and all obligations of the Borrower (whether present or future, actual or contingent) under or pursuant to the terms of the Charter.

Charter Novation Agreement means the novation agreement to be made between the Borrower, the Sponsor and the Charterer, pursuant to which the rights and obligations of the Sponsor under the Original Charter are novated in favour of the Borrower.

Charter Period means the “Lease Period” as defined in the Charter and further described in clause 3 of the Charter.

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Charter Rate means the charter hire payable by the Charterer to the Borrower pursuant to the Charter in relation to the Vessel and payable pursuant to clause 12 of the Charter and which does not include the Operating and Maintenance Element or the Tax Element.

Charterer means PT Perusahaan Gas Negara (Persero) Tbk, as further described in Part 2 of Schedule 2 (Vessel information) or a wholly owned Affiliate of the Charter Guarantor which is wholly Controlled (as defined in the Charter) by the Charter Guarantor to whom all rights and obligations of the Initial Company (as defined in the Charter) under the Charter have been novated pursuant to and in accordance with clause 16.3 of the Charter.

Charterer’s Purchase Option means the purchase option in respect of the Vessel granted to the Charterer and exercisable in accordance with and subject to clause 36 of the Charter.

Classification means the classification specified in Schedule 2 (Vessel information) with the Classification Society or another classification approved by the Lenders as its classification.

Classification Society means the classification society specified in Part 2 of Schedule 2 (Vessel information) or another classification society requested by the Borrower or the Charterer, or as permitted under the Charter and in each case approved by the Lenders.

Co-assured means each party (other than the Borrower and any Finance Party) which is named as a co-assured on any of the Insurances in relation to the Vessel after Delivery.

Code means the US Internal Revenue Code of 1986.

Collateral means any and all assets over or in respect of which any Security Interest is created in favour of the Finance Parties or any of them pursuant to any Finance Document.

Commercial Facility means the term loan facility comprising of the FSRU Tranche and the Mooring Tranche in an aggregate amount of up to $120, 365,624 to be made available to the Borrower by the Commercial Lenders under this Agreement.

Commercial Facility Final Maturity Dates means the FSRU Tranche Final Maturity Date and the Mooring Tranche Final Maturity Date and Commercial Facility Final Maturity Date means either of them.

Commercial Facility Limit means the aggregate of the FSRU Tranche Limit and the Mooring Tranche Limit being an aggregate amount of $120,365,624.

Commercial Lender means:

(a) any Original Commercial Lender; and

(b) any bank or financial institution which has become a party as a Commercial Lender in accordance with clause 33 (Changes to the Lenders).

Commercial Loans means the FSRU Tranche Loans and the Mooring Tranche Loans and Commercial Loan means any of them.

Commitment means in relation to a Facility and a Tranche:

(a) in relation to an Original Lender, the amount set opposite its name in Schedule 1 (The Original Lenders) in respect of such Facility or, as the case may be, such Tranche and the amount of any other Commitment transferred to it under this Agreement in respect of such Facility or, as the case may be, such Tranche or assumed by it in accordance with clause 2.2 (Increase); and

(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement in respect of such Facility or, as the case may be, such Tranche or assumed by it in accordance with clause 2.2 (Increase),

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in each case to the extent not cancelled, reduced or transferred by it under this Agreement.

Completion Guarantee means the irrevocable financial guarantee and indemnity to be issued by the Guarantor in favour of the Security Agent in the agreed form and which shall be released in accordance with its terms.

Completion Guarantee Release Date means the earlier of:

(a) the date that all moneys, obligations and liabilities expressed to be guaranteed by the Guarantor in clause 2.1 (Guarantee) of the Completion Guarantee have been paid in full and the Available Commitments are zero; and

(b) the date when the Facility Agent has confirmed to the Guarantor that it is satisfied, acting reasonably, that the conditions listed in the Schedule 13 (Conditions Precedent to Completion Guarantee Release Date) have been met.

Completion Guarantee Release Report means a report from the Technical Advisor prepared in accordance with the Agreed Scope of Work confirming that any of the following applies:

(a) in the event of Final Acceptance following satisfaction of the NoR Conditions and the Final Acceptance Test under the Charter, the Lampung FSRU has continued to meet the Operational Minimum Requirements (as defined in the Charter) and continued to comply with the Warranty Performance Requirement (as defined in the Charter), in each case to a sufficient extent to permit the Borrower to maintain the Debt Service Coverage Ratio as required by clause 21.1 (Borrower Financial Covenants) throughout any continuous period of 90 days after the Final Acceptance Date; or

(b) in the case of Deemed Acceptance, the Lampung FSRU has continued to meet the Operational Minimum Requirements (as defined in the Charter) and continued to comply with the Warranty Performance Requirement (as defined in the Charter), in each case, to a sufficient extent to permit the Borrower to maintain the Debt Service Coverage Ratio as required by clause 21.1 (Borrower Financial Covenants) throughout any continuous period of 90 days after Deemed Acceptance; and at any time after Deemed Acceptance:

(i) the Lampung FSRU satisfied all the AMR Requirements; or

(ii) in the event that an AMR Requirement was not satisfied, and there was not a reasonable opportunity (including by the supply of LNG and the nomination of regasified LNG by the Charterer) or it was agreed in consultation with the Technical Advisor that it was not reasonably practicable to determine whether the Lampung FSRU could satisfy that AMR Requirement, then as a minimum requirement the Lampung FSRU has demonstrated that:

(A) for LNG transfer, storage and cargo handling systems:

(1) the Lampung FSRU is capable of ship to ship transfer of LNG in accordance with the Charter; and

(2) the LNG cargo storage and handling systems have been fully tested and accepted under the Building Contract;

(B) for regasification and export systems:

(1) each of the 3 LNG trains is capable of achieving its name plate capacity at 120MMscf per day, together with evidence that it is capable of ramping down to a minimum send-out rate of 45MMscf per day; or

(2) if the system testing is limited (e.g. by LNG supply or gas export limitations) by the Charterer preventing the running of the trains to full capacity, each of the 3 LNG trains is capable of regasifying LNG at a rate of at least 45MMscf per day; or

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(c) in the case of Deemed Acceptance, to the extent that the requirements of paragraph (b) have not been satisfied, the Technical Advisor has assessed the performance of any untested or partially tested part of the Lampung FSRU, and is of the opinion that the Lampung FSRU is likely to be capable of satisfying the applicable Warranty Performance Requirements (as defined in the Charter) based on the results of operations and testing of the Lampung FSRU, including during vendor factory acceptance testing, sea trials and gas trials performed under the Building Contract and acceptance testing performed under the Charter.

For the purposes of this definition, an “AMR Requirement” means any of paragraphs 1(b), 1(c), 1(d), 1(f), 1(g), 1(h) and 1(i) of the Part A of Schedule 2 of the Charter.

Compliance Certificate means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate) or otherwise approved.

Compulsory Acquisition means requisition for title or other compulsory acquisition, nationalisation, requisition, appropriation, expropriation, deprivation, forfeiture or confiscation for any reason of the Vessel by any government entity or other competent authority, whether de jure or de factor, but shall exclude requisition for use or hire not involving requisition for title.

Confidential Information means all information relating to the Borrower, any Obligor, the Group, the Transaction Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

(a) the Borrower or any member of the Group or any of their advisers; or

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from the Borrower or any member of the Group or any of their advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of clause 36 (Confidentiality); or

(ii) is identified in writing at the time of delivery as non-confidential by the Borrower or any member of the Group or any of their advisers; or

(iii) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Borrower or Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

Confidentiality Undertaking means a confidentiality undertaking substantially in a recommended form of the APLMA or in any other form agreed between the Facility Agent and the Borrower.

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Confirmation shall have, in relation to any Hedging Transaction, the meaning given to it in the relevant Hedging Master Agreement.

Consents means and includes consents, authorisations (including any Project Authorisations and Environmental Licences), licences, approvals, registrations with, declarations to or filings with, or waivers or exemptions from governmental or public bodies or Regulatory Authority or other authorities or courts.

Consortium Agreement means the agreement between the Sponsor or the Borrower and the EPCIC Contractor relating to the allocation of responsibility for delay liquidated damages payable under the Charter and the EPCIC Agreement (the Original Consortium Agreement) and, if not entered into by the Borrower, as novated or to be novated to the Borrower pursuant to the Consortium Agreement Novation Agreement.

Consortium Agreement Novation Agreement means a novation agreement made between the Borrower, the Sponsor and the EPCIC Contractor pursuant to which the rights and obligations of the Sponsor under the Original Consortium Agreement are novated in favour of the Borrower.

Constitutional Documents means, in respect of an Obligor, such Obligor’s memorandum and articles of association, by-laws or other constitutional documents including as referred to in any certificate relating to an Obligor delivered by that Obligor pursuant to Schedule 3 (Conditions precedent).

Construction Account means the dollar account of the Borrower opened or, as the context may require, to be opened by the Borrower with the Offshore Account Bank, designated by the Offshore Account Bank to be the “PT HOEGH LNG LAMPUNG - Construction Account” and includes any redesignation and each sub-account thereof.

Contract Price means the price of the Lampung FSRU payable under the Building Contract and includes the instalments of such price paid or to be paid.

Cost Overruns means that part of the Actual Project Cost which exceeds the Initial Project Budget.

Debt Service for any period means, the aggregate of:

(a) the amount of interest on the Facilities which is payable under clause 10 (Interest);

(b) each principal amount of the Loans which is scheduled to be repaid under clause 8 (Repayment) (excluding the Mooring Tranche Repayment Instalment and the LC Loans); and

(c) the Net Hedging Expenses,

in each case during that period.

Debt Service Coverage Ratio means:

(a) for any date of testing under clause 21 (Financial covenants) the ratio of (i) Available Cash Flow to (ii) Debt Service for the Relevant Period ending on that date;

(b) for the purposes of the Distribution Restrictions, the ratio of (i) Available Cash Flow to (ii) Debt Service for the most recent 6 month period ending on the applicable Repayment Date which falls on or within 10 Business Days of the date of the applicable transfer to the Distribution Account (but excluding any Debt Service that is due on a Repayment Date falling at the start, or within one (1) month of the start, of that period); and

(c) for the purposes of the Completion Guarantee Release Date, the ratio of (i) Available Cash Flow to (ii) Debt Service for the 3 month period ending on the most recent Repayment Date (but excluding any Debt Service that is due on any Repayment Date falling at the start, or within one (1) month of the start, of such period);

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in each case, as confirmed by the Borrower to the Facility Agent in a Compliance Certificate in accordance with clause 20.2 (Provision and contents of Compliance Certificate).

Debt Service Reserve means on any date a sum equal to the projected Debt Service obligations of the Borrower under this Agreement due in the six month period from that date (excluding the Mooring Tranche Repayment Instalment, the Balloon and any projected repayments of LC Loans and in respect of any period commencing on a Repayment Date, excluding the amounts payable on that Repayment Date) and provided that for such purpose LIBOR shall be assumed to be unchanged from the rate currently applicable for any Loan or pursuant to any Hedging Contract.

Debt Service Reserve Account means the dollar account of the Borrower opened or, as the context may require, to be opened by the Borrower with the Offshore Account Bank, designated by the Offshore Account Bank to be the “PT HOEGH LNG LAMPUNG - Debt Service Reserve Account” and includes any redesignation and each sub-account thereof.

Deemed Acceptance means Final Acceptance occurring under the Charter other than pursuant to satisfaction of the Acceptance Conditions (as defined in the Charter).

Default means an Event of Default or any event or circumstance which with giving of notice or lapse of time or the satisfaction of any other condition (or any combination thereof) would constitute an Event of Default.

Defaulting Lender means any Lender:

(a) which has failed to make its participation in a Loan available (or has notified the Facility Agent or the Borrower (which has notified the Facility Agent) that it will not make its participation in a Loan available) by the Utilisation Date of that Loan in accordance with either clause 5.4 (K-sure Lenders’ participation) or clause 5.5 (Commercial Lenders’ participation);

(b) which has otherwise rescinded or repudiated a Finance Document; or

(c) with respect to which an Insolvency Event has occurred and is continuing,

unless in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

payment is made within five (5) Business Days of its due date;

(ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

Delivery means the delivery to, and acceptance of the Lampung FSRU by, the Borrower under the Building Contract.

Delivery Date means the date on which Delivery occurs.

Delivery Instalment means the instalment of the Contract Price falling due on Delivery.

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Disclosure Letter means the letter dated 6 September 2013 from Höegh LNG AS to the Mandated Lead Arrangers in relation to potential litigation and claims involving the Group.

Distribution Account means the dollar account of the Borrower opened or, as the context may require, to be opened by the Borrower with the Offshore Account Bank, designated by the Offshore Account Bank to be the “PT HOEGH LNG LAMPUNG - Distribution Account” and includes any redesignation and each sub-account thereof.

Disruption Event means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

(and which (in either such case)) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

Distribution Restriction means the occurrence of any of the following events:

(a) the Debt Service Coverage Ratio for the most recent applicable period preceding, or ending on, the date of the proposed transfer to the Distribution Account is less than 1:20:1;

(b) Final Acceptance has not occurred;

(c) any Default or Event of Default has occurred and is continuing or would occur as a result of the transfer to the Distribution Account;

(d) the Guarantor is in breach of any of the financial covenants set out in clause 21.2 (Guarantor Financial Covenants);

(e) the first Repayment Instalment for each of the FSRU Tranche and the K-sure Facility has not been repaid in accordance with this Agreement or there are any outstanding Mooring Tranche Loans.

DSRA Balance means at any time the aggregate of the amount standing to the credit of the Debt Service Reserve Account and the amounts available to be drawn under each DSRA Letter of Credit.

DSRA Guarantee means the irrevocable financial guarantee and indemnity in respect of the Borrower’s obligations under clause 28.12 (Debt Service Reserve Account) to be issued by the Guarantor in favour of the Security Agent in the agreed form and which shall be released in accordance with its terms.

DSRA Letter of Credit means an irrevocable letter of credit issued by a DSRA L/C Issuer in favour of the Security Agent on terms acceptable to the Majority Lenders pursuant to clause 28.12(a) and includes any other letter of credit acceptable to the Majority Lenders that may replace it from time to time.

DSRA L/C Issuer means any Lender or other financial institution having an Approved Credit Rating.

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Due Amount has the meaning given to it in clause 7.2 (Guarantee Payments).

Due Date has the meaning given to it in clause 7.2 (Guarantee Payments).

Due Diligence Report means a report from the Technical Advisor prepared in accordance with the Agreed Scope of Work.

Earnings means all money at any time payable to the Borrower for or in relation to the use or operation of the Vessel including the Total Charter Rate, the Purchase Option Price, freight, hire and passage moneys, money payable to the Borrower for the provision of services by or from the Vessel or under any charter commitment, requisition for hire compensation, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach and payments for termination or variation of any charter commitment.

Enforcement Action means any action whatsoever to:

(a) prematurely terminate or close out any Hedging Transaction (other than as provided by clause 32.4 (Close out of Hedging Contracts) or permitted under clause 30 (Hedging));

(b) recover all or any part of any Hedging Debt including by set-off (whether by operation of law or otherwise) or combination of accounts;

(c) exercise or enforce any rights under any guarantee, indemnity or other assurance in relation to (or given in support of) all or any part of any Hedging Debt (including under any Security Document);

(d) exercise or enforce any rights under any Security Interest whatsoever (including, without limitation, the crystallisation (automatic or otherwise) of a floating charge) which secures or purports to secure any Hedging Debt (including under any Security Document);

(e) apply, petition or vote for (or take any other steps which may lead to) any event described in clause 31.8 (Insolvency) or clause 31.9 (Insolvency proceedings) in relation to any Obligor; or

(f) designate an Early Termination Date (as defined in any Hedging Master Agreement) or terminate and/or close out any transaction under any Hedging Contract prior to its stated maturity or demand payment of any amount which would become payable on or following an Early Termination Date or any such termination and/or close out, in each case other than in accordance with clause 32.4 (Close out of Hedging Contracts) or permitted under clause 30 (Hedging).

Environment means all or any of the following media: air (including air within buildings or other structures and whether below or above ground); land (including buildings and any other structures or erections in, on or under it and any soil and anything below the surface of the land); land covered with water; and water (including sea, ground and surface water and any living organism supported by such media).

Environmental and Social Regulations means:

(a) any applicable law or regulation whose purpose or effect is (i) the protection of, or the prevention of damage to, the Environment, (ii) to regulate or control Environmental Contaminants, or (iii) to provide remedies in relation to harm or damage to the Environment; and

(b) any applicable law or regulation whose purpose or effect is (i) to prevent, regulate or control an detrimental social effect, (ii) to provide remedies in relation to any detrimental social effect or (iii) to impose obligation so requirements in relation to social or cultural matters.

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Environmental Claim means any claim, notice, prosecution, demand, action, abatement or other order (conditional or otherwise) relating to Environmental Matters or in response to a Spill or any notification or order requiring compliance with the terms of any Environmental Licence or Environmental Law and Environmental and Social Regulations which may reasonably be expected to result in a liability for an Obligor in respect of such matters that exceeds an amount of $1,000,000.

Environmental Contaminants means all Pollutants and contaminants (including any chemicals, biological, industrial, radioactive, dangerous, toxic or hazardous substance, water or residue, whether in solid or liquid form or a gas or vapour) and any genetically modified organisms.

Environmental Incident means any Spill from any vessel in circumstances where:

(a) the Vessel or the Borrower or any O&M Contractor are or may reasonably be expected to be liable for Environmental Claims arising from the Spill (other than Environmental Claims arising and fully satisfied before the date of this Agreement) (in the case of an O&M Contractor only if such Environmental Claims have arisen due to it being an O&M Contractor of the Lampung FSRU or otherwise in respect of or in connection with the Lampung FSRU); and/or

(b) the Vessel is or may reasonably be expected to be arrested or attached in connection with any such Environmental Claim.

Environmental Law means all or any law, statute, rule, regulation, treaty, by-law, code of practice, order, notice, demand, decision of the courts or of any applicable governmental authority or agency or any other regulatory or other body in any applicable jurisdiction relating to Environmental Matters.

Environmental Licence means any permit, licence, authorisation, consent or other approval required at any time by any Environmental Law and Environmental and Social Regulations for the operation of the Borrower’s business or in order for the Borrower and each O&M Contractor to comply with its respective obligations under the Transaction Documents.

Environmental Management Plan means (i) the ship oil pollution emergency plan (SOPEP) in relation to the Vessel prepared in accordance with MARPOL 73/78 and (ii) the Environmental Management Plan prepared by the Charterer dated 12 September 2012, in the form provided by the Borrower to the Mandated Lead Arrangers prior to the date of this Agreement (unless otherwise agreed by the Lenders and the Borrower).

Environmental Matters means the pollution, conservation or protection of the Environment (both natural and built) or of man or any living organisms supported by the Environment.

EPCIC Agreement means the amended and restated contract between the Charterer and the EPCIC Contractor dated 17 October 2012 for the engineering, procurement, construction, installation and commissioning of the Project pipeline system on a turn-key, lump sum basis.

EPCIC Contractor means PT Rekayasa lndustri, a company incorporated in Indonesia with its principal office at Jalan Kalibata Timur I No. 36, Jakarta 12740.

Equator Principles means the principles set out in a paper entitled ‘‘A financial industry benchmark for determining assessing and managing social and environmental risk in project financing” dated July 2006 and developed and adopted by the International Finance Corporation and various other financial institutions, as amended, revived or reissued from time to time.

Equity Loan means any loan or loan stock made or, as the context may require, to be made available by the Singapore Shareholder or an Affiliate of the Singapore Shareholder to the Indonesian Shareholder pursuant to an Equity Loan Agreement.

Equity Loan Agreement means any loan agreement made or to be made between the Singapore Shareholder or an Affiliate of the Singapore Shareholder and an Indonesian Shareholder pursuant to the Shareholders Agreement.

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Event of Default means any event or circumstance specified as such in clause 31 (Events of Default).

Excess Sponsor Funding means the amount by which the Sponsor Funding exceeds $104,000,000, as set out in the Financial Model and as such excess may be revised by the Borrower, with the consent of the Majority Lenders (acting reasonably and on the advice of the Technical Advisor) to reflect any additional Sponsor Funding not reflected in the Financial Model.

Extension Request means a written notice delivered to the Facility Agent in accordance with clause 6.6 (Extension of the Letter of Credit).

Facilities means:

(a) the K-sure Facility;

(b) the Commercial Facility; and

(c) the LC Facility,

and Facility means any of them.

Facility Agent means Standard Chartered Bank or any person as may be appointed as facility agent under this Agreement.

Facility Agent Withdrawal Request means a notice substantially in the form set out in Part 2 of Schedule 18 (Form of instruction to Account Banks) or any other form agreed between the Borrower, the relevant Account Bank and the Facility Agent.

Facility Limit means the aggregate of the Commercial Facility Limit, the K-sure Facility Limit and the LC Facility Limit being an aggregate amount of not more than $309,700,000.

Facility Obligor means the Borrower and, until the Guarantee Release Date, the Guarantor.

Facility Office means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office through which it will perform its obligations under this Agreement.

Facility Period means the period from and including the date of this Agreement to and including the date on which (a) the issued Letters of Credit have been refunded to the Issuing Bank endorsed to the effect that they have been cancelled or any issued Letter of Credit has expired and (b) the Total Commitments of all Facilities have reduced to zero and all indebtedness of the Obligors under the Finance Documents has been fully paid and discharged.

FATCA means:

(a) sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

(b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

(c) any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction;

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FATCA Application Date means:

(a) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 January 2014;

(b) in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2017; or

(c) in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2017,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

FATCA Application Event has the meaning given to it in clause 14.9(a).

FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA.

FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction.

FATCA FFI means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if any Finance Party is not a FATCA Exempt Party, could be required to make a FATCA Deduction.

FATCA Protected Party means:

(a) until and including the date of an Approved Refinancing, any Finance Party which is not required by applicable law, regulation or its group policy to be compliant with FACIA and/or other legislation or regulation applicable to it in a manner that would make it a FATCA Exempt Party;

(b) from the date of an Approved Refinancing, any K-sure Lender who was a K-sure Lender on the date of the Approved Refinancing but immediately following the Approved Refinancing taking effect was not a Commercial Lender and which is not required by applicable law, regulation or its group policy to be compliant with FACTA and/or other legislation or regulation applicable to it in a manner that would make it a FATCA Exempt Party; and

(c) any Finance Party which is required by applicable law, regulation or its group policy to be compliant with FATCA and/or other legislation or regulation applicable to it in a manner that would make it a FATCA Exempt Party and is so compliant.

Fee Letters means the letter(s) dated on or about the date of this Agreement between the relevant Finance Parties and the Borrower, each in the agreed form setting out any of the fees referred to in clause 13 (Fees) and Fee Letter means any of them.

Fiduciary Assignment of Receivables means an Indonesian law deed of fiduciary security (jaminan fidusia) over the Borrower’s rights under the Charter Documents, the Building Contract Documents, the Mooring Documents, the Vessel Rights and the Guarantee Rights executed by the Borrower in favour of the Security Agent in the agreed form;

Fiduciary Assignment of Tangible Assets means an Indonesian law deed of fiduciary security (jaminan fidusia) over all of the tangible assets of the Borrower executed by the Borrower in favour of the Security Agent in the agreed form

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Fiduciary Assignments means the Fiduciary Assignment of Receivables, the Insurance Fiduciary Assignment, the Reinsurance Fiduciary Assignment, the Fiduciary Assignment of Tangible Assets and the Shares Security in respect of each Indonesian Shareholder and Fiduciary Assignment means any of them.

Final Acceptance means (a) the issue of the Final Acceptance Certificate by the Charterer pursuant to and in accordance with the terms of the Charter following satisfaction of the NoR Conditions and the Final Acceptance Test to the satisfaction of the Charterer or (b) Deemed Acceptance.

Final Acceptance Certificate means the “Certificate of Acceptance” (as defined in the Charter) issued or to be issued by the Charterer upon Final Acceptance in accordance with the terms of the Charter.

Final Acceptance Date means the date on which Final Acceptance occurs.

Final Acceptance Test means the “Acceptance Conditions” as defined in clause 6.2 of the Charter.

Final Maturity Date means the K-Sure Facility Maturity Date or either of the Commercial Facility Final Maturity Dates and in respect of a LC Loan means the FSRU Tranche Final Maturity Date.

Finance Documents means this Agreement, the Hedging Contracts, any Accession Deed, any Fee Letter, the Security Documents, any Subordination Deed, any lntercreditor Deed, each Utilisation Request and any other document designated as such by the Facility Agent and the Borrower.

Finance Party means the Facility Agent, the Security Agent, the K-sure Agent, the Issuing Bank, any Account Bank, any Mandated Lead Arranger, any Hedging Bank and any Lender (including K-sure if it has become a Lender) and Finance Parties means all of them.

Financial Indebtedness means any indebtedness for or in respect of:

(a) monies borrowed (including any overdraft facility);

(b) debit balances at banks or other financial institutions;

(c) any amount raised by acceptance under any acceptance credit facility or equivalent;

(d) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(e) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with applicable GAAP, be treated as a finance or capital lease;

(f) unsubordinated redeemable preference shares (howsoever described);

(g) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(h) any Treasury Transaction (and, when calculating the value of that Treasury Transaction, the marked to market value shall be taken into account);

(i) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of any underlying liability;

(j) any amount of any liability under an advance or deferred purchase agreement if (a) one of the primary reasons behind entering into the agreement is to raise finance or (b) the agreement is in respect of the supply of assets or services and payment is due more than 180 days after the date of supply;

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(k) any amount raised under any other transaction (including any forward sale or purchase, sale and sale-back or sale and leaseback agreement) under which interest charges are customarily paid or having the commercial effect of a borrowing or otherwise classified as borrowings under applicable GAAP; and

(l) any guarantee for any of the items referred to in paragraphs (a) to (k) above.

Financial Model means the financial model setting out the base case financial projections and ratios related to the Project prepared by the Sponsor and approved by the Mandated Lead Arrangers prior to the date of this Agreement (as updated from to time to time by the Borrower with the approval of the Majority Lenders).

First Repayment Date means, in respect of the K-sure Facility and the FSRU Tranche of the Commercial Facility, subject to clause 40.8 (Business Days), the date falling three (3) months after the Last Availability Date of that Facility.

Flag State means the country specified in Schedule 2 (Vessel information) or such other state or territory as may be approved by the Lenders and K-sure (such approval not to be unreasonably withheld or delayed), at the request of the Borrower, as being the Flag State for the purposes of the Finance Documents.

FLNG Business means the Group’s rights, interests and title in and to certain assets used in the development and design of floating liquefied natural gas production units and plans and projects for utilisation of such units.

FLNG Transaction means a demerger, contribution in kind, private placement, sale or other disposal of all or any part of HFLNG, the Group’s shares in HFLNG and/or the FLNG Business.

Force Majeure Event means an event beyond the control of the Borrower and/or the Charterer as described in clause 25 of the Charter.

Free Liquid Assets means, at any date of determination under this Agreement, the aggregate value of the Group’s:

(a) cash in hand;

(b) deposits in banks (including any amounts credited to the Project Accounts) and financial institutions;

(c) debt securities which are publicly traded on a major stock exchange or investment market (valued as at any applicable date of determination) and rated at least “A” with Standard and Poor’s; and

(d) Available Drawings,

but excluding any of those assets subject to a Security Interest at any time.

FSRU means a floating LNG storage and regasification unit.

FSRU Tranche means the loan facility in an aggregate amount not exceeding the FSRU Tranche Limit available to be drawn by the Borrower on the terms, and subject to the conditions of, this Agreement.

FSRU Tranche Final Maturity Date means the Original FSRU Tranche Final Maturity Date or such later date as the Facility Agent may agree (on instructions of the Lenders, in their absolute discretion) or, except in respect of the LC Loans, as may be extended by the relevant Lenders and the Borrower in the event of an Approved Refinancing in accordance with clause 22.15 (Balloon Refinancing).

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FSRU Tranche Loan each loan made or to be made to the Borrower under the FSRU Tranche of the Commercial Facility or (as the context may require) the outstanding principal amount of such borrowing and FSRU Tranche Loans means all of them.

FSRU Tranche Limit means an amount of $58,465,624.

FSRU Tranche Repayment Dates means with respect to the FSRU Tranche of the Commercial Facility:

(a) the First Repayment Date relating to such Tranche;

(b) each of the dates falling at three (3) monthly intervals thereafter up to but not including the Final Maturity Date for that Tranche; and

(c) the FSRU Tranche Final Maturity Date.

FSRU Tranche Repayment Instalments means each scheduled repayment instalment payable on each FSRU Tranche Repayment Date in accordance with clauses 8.2(d) and 8.2(e) as may be amended by the Commercial Lenders and the Borrower in the event of an Approved Refinancing in accordance with clause 22.15 (Balloon Refinancing).

FSRU Tranche Repayment Schedule means the schedule set out in Part A of Schedule 11 (Repayment Schedules) as may be amended by the Commercial Lenders and the Borrower in the event of an Approved Refinancing.

Gap Analysis Report means a report from the Technical Advisor prepared in accordance with the Agreed Scope of Work.

GAAP means:

(a) in relation to the Borrower, generally accepted accounting principles in Indonesia or, if so notified by the Borrower, generally accepted accounting principles in Indonesia or !FRS as may be notified to the Facility Agent by the Borrower prior to any such change applying for the purposes of this Agreement; and

(b) in relation to the Guarantor, IFRS or, if so notified by the Borrower, generally accepted accounting principles in the United States of America or IFRS as may be notified to the Facility Agent by the Borrower prior to any such change applying for the purposes of this Agreement.

Grosse Akte Pendaftaran Kapal means the authenticated copy of the Lampung FSRU’s registration deed.

Group means the Guarantor and its Subsidiaries for the time being.

Guarantee Release Date means the date on which the Guarantor no longer has any obligations under any of the Guarantees.

Guarantees means each of the Prepayment Guarantee, the Balloon Repayment Guarantee, the DSRA Guarantee and the Completion Guarantee and Guarantee means any of them.

Guarantee Rights means the rights of the Borrower under any guarantees or warranties issued by the Builder, the Mooring EPC Contractor, the Mooring Installation Contractor or any manufacturer, supplier or repairer in respect of the manufacture, design, conversion, construction, supply, installation, operation and maintenance of the Vessel and/or the Mooring or any equipment of the Vessel and/or the Mooring or part thereof (including, without limitation, under or pursuant to the Building Contract or the Mooring EPC Contract).

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Guarantor means Höegh LNG Holdings Ltd, a company incorporated in Bermuda with its registered office at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda.

Guarantor’s Letter of Undertaking means a letter of undertaking from the Guarantor in favour of the Security Agent (for and on behalf of the Finance Parties) in the agreed form to provide an irrevocable guarantee and indemnity in the agreed form for all amounts outstanding under the Finance Documents LESS (provided that such proceeds exceed the Major Casualty Amount and are paid in accordance with this Agreement and not applied by the Borrower in breach of this Agreement) any proceeds of the Insurances or Reinsurances received by the Borrower or a Finance Party relating to the Vessel FM, such guarantee to be provided in the event that prior to the date of an Approved Refinancing if the Charter is terminated for Vessel FM and the procedure for 50% Acquisition Terms is initiated and such terms are not agreed within 75 days after negotiation of the 50% Acquisition Terms commences and provided that such guarantee shall be released upon agreement of the 50% Acquisition Terms and where the Secured Obligations have been or, in the opinion of the Facility Agent, will be concurrently with the sale prepaid in full and provided that such undertaking shall automatically terminate and cease to apply with effect on the date of an Approved Refinancing.

Hedging Bank means:

(a) any Original Hedging Bank;

(b) any bank, financial institution, any trust, fund or other entity which has become a Party in accordance with clause 30.7 (Assignment of Hedging Contracts by Hedging Banks),

which in each case has entered into a Hedging Master Agreement with the Borrower and has not ceased to be a Party in accordance with the terms of this Agreement.

Hedging Contract means a Hedging Transaction together with the relevant Hedging Master Agreement and Hedging Contracts means all of them.

Hedging Debt means all present and future moneys, debts and liabilities due, owing and/or incurred by the Borrower to any Hedging Bank in connection with any Hedging Contract (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently, and whether as principal, surety or otherwise) determined pursuant to the respective Hedging Contract.

Hedging Exposure means, as at any relevant date, the aggregate of the amount certified by each of the Hedging Banks to the Security Agent to be the net amount in dollars (a) in relation to all Hedging Contracts that have been closed out on or prior to the relevant date, that is due and owing by the Borrower to the Hedging Banks (or, to the extent that such amount is due and owing by the Hedging Banks to the Borrower, which amount shall be expressed as a negative amount) in respect of such Hedging Contracts on the relevant date and (b) in relation to all Hedging Contracts that are continuing on the relevant date, that would be payable by the Borrower to the Hedging Banks (or, to the extent that such amount would be payable by the Hedging Banks to the Borrower, which amount shall be expressed as a negative amount) under (and calculated in accordance with) the early termination provisions of the Hedging Contracts as if an Early Termination Date (as defined in the Hedging Master Agreements) had occurred on the relevant date in relation to all such continuing Hedging Contracts.

Hedging Master Agreement means a 2002 form of ISDA Master Agreement and the Schedule thereto between the Borrower and a Hedging Bank in a form agreed between the Facility Agent, such Hedging Bank and the Borrower and Hedging Master Agreements means all of them.

Hedging Security means a first assignment of the Borrower’s rights and interests in and to the Hedging Contracts in favour of the Security Agent in the agreed form.

Hedging Transaction means an interest rate swap transaction as evidenced by a Confirmation (as defined in the relevant Hedging Master Agreement) between the Borrower and a Hedging Bank under a Hedging Master Agreement and subject to the terms of this Agreement.

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HFLNG means Höegh FLNG Ltd., a company incorporated in Bermuda.

Holding Company means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

IFC Performance Standards means the performance standards set out in the paper entitled “Performance Standards and Guidance Notes - 2012 Edition” and developed by the International Finance Corporation.

IFRS means international accounting standards within the meaning of IAS regulation 1606/2002.

Illegality Payment means the proportion of a Due Amount which any LC Lender would have been obliged to pay to the Issuing Bank pursuant to clause 7.2(c), had clauses 9.1 (Illegality) or 9.5 (Right of cancellation in relation to a Defaulting Lender) not applied to that LC Lender, up to a maximum of the amounts received by the Issuing Bank by way of cash collateral from the Borrower (in respect of the Letter of Credit) or paid into the LC Cash Collateral Account for the purposes of cash collateral in respect of the Letter of Credit, in each case pursuant to any relevant provision of this Agreement at that time and not previously applied pursuant to clause 7.7 (Cash collateralisation).

IMF means the International Monetary Fund.

Impaired Agent means an Agent at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b) that Agent otherwise rescinds or repudiates a Finance Document;

(c) (if that Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or

(d) an Insolvency Event has occurred and is continuing with respect to that Agent;

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Payment Disruption Event; and

payment is made within five (5) Business Days of its due date; or

(ii) that Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

Increase Confirmation means a confirmation substantially in the form set out in Schedule 16 (Form of Increase Confirmation).

Increase Lender has the meaning given to that term in clause 2.2 (Increase).

Increased Costs shall have the meaning given to it in clause 15.1(b) (Increased Costs).

Indemnified Person means:

(a) K-sure, each Finance Party and each Receiver and any attorney, agent or other person appointed by them under and in accordance with the Finance Documents;

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(b) each Affiliate of those persons; and

(c) any officers, employees or agents of any of the above persons.

Indirect Tax means any goods and services tax, consumption tax, value added tax or any tax of a similar nature.

Indonesian Shareholders means the Original Indonesian Shareholder and each New Shareholder which is not an Affiliate of the Guarantor or the MLP.

Initial Equity Account means a dollar account of the Borrower with a bank in Indonesia. Initial Project Budget means $403,000,000.

Insolvency Event in relation to a Finance Party means that the Finance Party:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c) makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding up or liquidation; or

(ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f) has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

(g) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(h) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

(i) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or

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against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(j) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or

(k) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

Insurance Advisor means Marsh (Singapore) Pte Limited or any other reputable insurance consultant familiar with the market with experience of assets of the same type as the Vessel and the Mooring, appointed by the Facility Agent on behalf of the Lenders, with the approval of the Borrower (such approval not to be unreasonably withheld or delayed and, to the extent that the Borrower has not responded to the Facility Agent within 5 Business Days of its request, such approval shall be deemed to have been given) to review the Insurances, the Finance Documents and, if necessary, the Reinsurances and to report to the Finance Parties whether such Insurances and/or Reinsurances are in full force and effect and in accordance with the requirements under the Finance Documents, the Charter, the Building Contract and the Mooring Documents (as applicable).

Insurance Assignment means, in relation to a Co-assured (other than the Charterer) a first assignment of that Co-assured’s rights and interests in and to the Insurances (other than protection and indemnity policies) and all benefits thereof (including the right to receive claims and to return of premiums) in relation to the Vessel after Delivery in favour of the Security Agent in the agreed form.

Insurance Fiduciary Assignment means an Indonesian law deed of fiduciary security (jaminan fidusia) of the Borrower’s rights in the Insurances and all benefits thereof (including the right to receive claims and to return of premiums) and the Builder’s Risk Insurances executed by the Borrower in favour of the Security Agent in the agreed form.

Insurance Notice means, in relation to the Insurances of the Vessel and the Mooring, a notice of assignment of such Insurances in the form scheduled to the Security Assignment (in the case of the Borrower), the Insurance Assignment (in the case of any other Co-assured (other than the Charterer) or any Reinsurance Fiduciary Assignment (in the case of an Insurer).

Insurance Proceeds means all proceeds of the Insurances and/or Reinsurances and/or Builder’s Risks Insurances (or any part thereof) from time to time received by any Obligor or any Finance Party (other than Total Loss Proceeds or Liability Insurance Proceeds).

Insurance Proceeds Account means the dollar account of the Borrower opened or as the context may require, to be opened by the Borrower with the Offshore Account Bank, designated by the Offshore Account Bank to be the “PT HOEGH LNG LAMPUNG - Insurance Proceeds Account” and includes any re-designation and each sub-account thereof.

Insurances means:

(a) all policies and contracts of insurance (which expression includes, without limitation, any confiscation, expropriation, nationalisation and deprivation insurance, together with any kidnap and ransom insurance); and

(b) all entries in a protection and indemnity or war risks or other mutual insurance association,

in the name of the Borrower or the joint names of the Borrower and any other person in respect of or in connection with the Vessel and/or the Mooring (up to and including the Final Acceptance Date) and/or the Earnings and/or the Project generally other than Builder’s Risk Insurances.

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Insurer means any insurer which is from time to time party to any Reinsurance Fiduciary Assignment in favour of the Security Agent.

Interbank Market means the London interbank market.

lntercreditor Deed means the intercreditor deed dated on or around the date of this Agreement and entered into between each of the Finance Parties, the Borrower and the Singapore Shareholder.

Interest During Construction in relation to a Facility or Tranche, means interest which accrues under that Facility or Tranche from the date of this Agreement until the earlier of (a) Last Availability Date for that Facility or Tranche and (b) Final Acceptance.

Interest Payment Date shall have the meaning ascribed thereto in clause 10.2 (Payment of interest).

Interest Period means, in relation to a Loan, each period determined in accordance with clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause 10.3 (Default interest).

Interpolated Screen Rate means, in relation to LIBOR for any Loan or Unpaid Sum, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan or Unpaid Sum; and

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan or Unpaid Sum,

each as of 11:00 a.m. on the Quotation Day for the offering of deposits in dollars.

Issuing Bank means the Original Issuing Bank or any other Lender having a credit rating for the long term indebtedness of that person of not less than BB with Standard & Poor’s Rating Agency or Bat with Moody’s Investor Service, Inc. (or the equivalent rating with another internationally recognised credit rating agency) which has become the Issuing Bank in accordance with this Agreement.

K-sure means Korea Trade Insurance Corporation.

K-Sure Agent means Standard Chartered Bank.

K-sure Facility means the term loan facility in an aggregate amount not exceeding the K-sure Facility Limit available to be drawn by the Borrower on the terms, and subject to the conditions of, this Agreement.

K-sure Facility Repayment Dates means with respect to the K-sure Facility:

(a) the First Repayment Date relating to such Facility;

(b) each of the dates falling at three (3) monthly intervals thereafter up to but not including the Final Maturity Date for that Facility; and

(c) the Final Maturity Date for that Facility.

K-sure Facility Repayment Instalments means each scheduled repayment instalment payable on each K-sure Facility Repayment Date in accordance with clauses 8.2(a) and 8.2(b).

K-sure Facility Repayment Schedule means the schedule set out in Part B of Schedule 11 (Repayment Schedules).

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K-sure Facility Limit means an amount of $178,634,376.

K-Sure Final Maturity Date means the date falling 144 months after Last Availability Date of the K-sure Facility, or such later date as the Facility Agent may agree (on instructions of the Lenders and K-sure, in their absolute discretion).

K-sure Insurance Proceeds means any and all insurance moneys, recoveries and/or any other amounts payable by K-sure under the K-sure Policy.

K-sure Lenders means:

(a) any Original K-sure Lender; and

(b) any bank or financial institutions which has become a party as a K-sure Lender in accordance with clause 33 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

K-sure Loan means a loan made or to be made to the Borrower under the K-sure Facility or (as the context may require) the outstanding principal amount of such borrowing and K-sure Loans means all of them.

K-sure Policy means the insurance policy given or to be given by K-sure in relation to this Agreement.

K-sure Premium means the full sum payable to K-sure as stipulated in the K-sure Policy, which sum may be adjusted by K-sure on the last Utilisation of the K-sure Facility in accordance with the terms of such policy and K-Sure’s internal regulations.

Korea means the Republic of Korea

Lampung FSRU means the FSRU being built by the Builder pursuant to the Building Contract with Hull number 2548 and to be delivered to the Borrower on the Delivery Date

Last Availability Date means:

(a) in relation to the K-sure Facility and the FSRU Tranche of the Commercial Facility, the earliest to occur of:

(i) 31 October 2014;

(ii) the Termination Date; and

(iii) the date falling ninety (90) days after the Final Acceptance Date;

(b) in relation to the Mooring Tranche of the Commercial Facility, the earliest to occur of:

(i) 31 October 2014;

(iv) the Final Acceptance Date; and

(v) the Termination Date; and

(c) in relation to the LC Facility, the earliest to occur of:

(i) the date falling thirty (30) days after Final Acceptance Date;

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(ii) the date falling thirty (30) days after the Cancellation Date (as defined in the Charter); and

(iii) 18 March 2015,

or in each case such later date as may be agreed in writing by the Borrower and the Facility Agent (acting on the instructions of the Lenders).

Latest Balance Sheet means the consolidated balance sheet of the Guarantor most recently delivered to the Facility Agent pursuant to clause 20.1 (Financial statements) and/or most recently made publicly available.

LC Amount means at any time prior to the relevant LC Termination Date, the maximum aggregate amount which may at that time be payable or at any time thereafter become payable by the Issuing Bank under the Letter of Credit.

LC Beneficiary means the Charterer.

LC Cash Collateral Account means the dollar account of the Borrower opened or as the context may require, to be opened by the Borrower with the Offshore Account Bank, designated by the Offshore Account Bank to be the “PT HOEGH LNG LAMPUNG — LC Cash Collateral Account” and includes any re-designation and each sub-account thereof.

LC Contribution means, in relation to any LC Lender at any time, that Lender’s participation in the Letter of Credit or, as the case may be, the principal amount of the LC Loan owing to that LC Lender at that time.

LC Demand means any demand for payment issued pursuant to and in accordance with a Letter of Credit.

LC Facility means the standby letter of credit facility provided to the Borrower by the Issuing Bank and the LC Lenders pursuant to this Agreement.

LC Facility Limit means an amount of $10,700,000.

LC Facility Repayment Dates means each of the dates specified in clause 8.2(f) (Repayment of LC Loans).

LC Lender means:

(a) any Original LC Lender; and

(b) any bank or financial institution which has become a party as a LC Lender in accordance with clause 33 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

LC Loan each loan deemed made to the Borrower under the LC Facility or (as the context may require) the outstanding principal amount of such borrowing and LC Loans means all of them.

LC Termination Date means the date on which a Letter of Credit will, pursuant to the terms thereof or pursuant to any other express agreement between the Issuing Bank and the LC Beneficiary which is not inconsistent with the Borrower’s obligations under the Charter, expire or be cancelled, being a date no later than 18 March 2015.

LC Utilisation means a Utilisation of the LC Facility which is to procured by the Borrower pursuant to and in accordance with clause 27.1 of the Charter.

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Legal Reservations means:

(a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b) the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for, or indemnify a person against, non-payment of UK stamp duty may be void and defences of set-off or counterclaim;

(c) notwithstanding the terms of any English Law Security Document or the assets or rights over which any English Law Security Document is expressed to create security, an English Law Security Document may not create effective security over an asset or right which is situated in or governed by the governing law of Indonesia (or in the case of Vessel Rights or Guarantee Rights any country other than England) and for the purpose of this paragraph (c) English Law Security Document means a Security Document governed by English law;

(d) in relation to an assignment or charging of Vessel Rights and/or Guarantee Rights only, an assignment or other charge in breach of a prohibition on assignment or charging or without a consent required for such assignment or charge may not be effective;

(e) as of the date of this Agreement, valid first-rank security interests under Indonesian laws are limited only to fiduciary security (fiducia), pledge (gadai) and mortgage (hak tanggungan), mortgage/hypothec over vessel and warehouse receipt (resi gudang). There is no assurance that Indonesian courts will recognize or enforce (i) the creation under any non-Indonesian law document of a security interest in assets of the Borrower located or sited in the Republic of Indonesia and (ii) the Powers of Attorney;

(f) foreclosure on and sale of the capital goods covered by the Fiduciary Assignment of Tangible Assets (if any) may require the prior approvals of the Coordinating Board of Investment (“BKPM”) or the Minister of Finance, which approval may be conditioned upon payment of import duties and import value added taxes and import luxury goods sales taxes which may have been exempted, suspended or deferred upon importation of such goods.

(g) foreclosure on and the sale of the Shares in the Borrower covered by the Share Security would be subject to the approvals from BKPM;

(h) any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered to any of the Finance Parties pursuant to clause 4.1 (Initial conditions precedent) or in connection with any Finance Document entered into after the first Utilisation; and

(i) similar principles, rights and defences under the laws of any Relevant Jurisdiction.

Lender means:

(a) any Original Lender; and

(b) any bank, financial institution, or any trust, fund or other entity which has become a Party in accordance with clause 2.2 (Increase) or clause 33 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

Letter of Quiet Enjoyment means the letter of quiet enjoyment entered into or to be entered into between the Charterer, the Borrower and the Security Agent in the agreed form.

Letter of Credit means a standby letter of credit issued or to be issued by the Issuing Bank to the LC Beneficiary under the LC Facility for an amount not exceeding the LC Facility Limit, substantially

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in the form set out in Schedule 12 (Form of Standby Letter of Credit) or in any other form requested by the Borrower and agreed upon by the Facility Agent (with the prior consent of the LC Lenders) and the Issuing Bank for the term requested by the Borrower.

Liability Insurance Proceeds means the proceeds of the Insurances received in respect of protection and indemnity risks.

LIBOR means, in relation to any Loan or any part of it or any Unpaid Sum:

(a) the applicable Screen Rate; or

(b) if no Screen Rate is available for the relevant Interest Period the applicable Interpolated Screen Rate;

(c) if:

(i) no Screen Rate is available for the currency of that Loan or Unpaid Sum; or

(ii) no Screen Rate is available for the relevant Interest Period and it is not possible to calculate an Interpolated Screen Rate for that Loan and/or Unpaid Sum,

the Reference Bank Rate.

as of 11:00 am. (London time) on the Quotation Day for the offering of deposits in dollars for a period comparable to the Interest Period for the relevant Loan or relevant part of it or Unpaid Sum and, if any such rate is below zero, LIBOR will be deemed to be zero.

Limitation Acts means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984. LNG means liquified natural gas.

Loans means, together, the K-sure Loans, the Commercial Loans and the LC Loans and Loan means any of them.

London Business Day means a day (other than a Saturday or a Sunday) on which banks are open for business in London.

Loss of Hire Insurance Proceeds means the proceeds of the Insurances received in respect of loss of hire (if such Insurances are entered into in respect of the Vessel).

Loss Payable Clauses means, in relation to the Insurances of the Vessel and/or the Mooring, the provisions concerning payment of claims under such Insurances or, as the case may be, Reinsurances in the form scheduled to the Security Assignment, the Insurance Assignment, any Reinsurance Fiduciary Assignment (as the case may be) or in another approved form.

Losses means any losses, liabilities, costs, charges, expenses, claims, damages, penalties, fines or other sanctions of whatsoever nature (including without limitation, Taxes).

Maintenance Provider means an appropriately qualified company or group of companies within the Group as may be notified to the Facility Agent by the Borrower or another appropriately qualified company approved by the Lenders or such other Approved Operator which has been appointed by the Borrower as maintenance provider in accordance with clause 24.4 (Operation and Maintenance) of this Agreement.

Major Casualty means any casualty to the Vessel for which the total insurance claim, inclusive of any deductible, exceeds or is reasonably likely to exceed the Major Casualty Amount.

Major Casualty Amount means in respect of the Vessel, $30,000,000 (or the equivalent in any other currency).

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Majority Lenders means at any time:

(a) if there is any Loan then outstanding, a Lender or Lenders whose participations in the Loan(s) then outstanding aggregate more than 66²/₃% of all such Loan(s); or

(b) if there is no Loan then outstanding and the Available Facilities are then greater than zero, a Lender or Lenders whose Available Commitments aggregate more than 66²/₃% of the Available Facilities; or

(c) if there is no Loan then outstanding and the Available Facilities are then zero:

(i) if the Available Facilities became zero after a Loan ceased to be outstanding, a Lender or Lenders whose Available Commitments aggregated more than 66²/₃% of the Available Facilities immediately before the Available Facilities became zero; or

(ii) if a Loan ceased to be outstanding after the Available Facilities became zero, a Lender or Lenders whose participations in the Loan(s) outstanding immediately before any Loan ceased to be outstanding aggregated more than 66²/₃% of all such Loan(s).

Mandatory Cost means the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 6 (Mandatory Cost Formulae).

Manuals and Technical Records means, in relation to the Vessel, all such books, records, logs, manuals, handbooks, technical data, plans, drawings and other materials and documents (whether or not kept or required to be kept in compliance with any applicable laws or the requirements of the Classification Society) relating to the Vessel.

Margin means:

(a) in relation to each K-sure Loan, 2.30% per annum;

(b) in relation to each FSRU Loan, 3.40% per annum;

(c) in relation to the Mooring Loan, 2.50% per annum; and

(d) in relation to each LC Loan, 3.40% per annum.

Master Limited Partnership means a corporate restructuring or reorganisation where following such restructuring or reorganisation:

(a) 49% of the shares in the Borrower shall be owned directly or indirectly by a new master limited partnership (MLP) and the remaining 51% of the shares in the Borrower shall be owned directly by the Indonesian Shareholders;

(b) the Guarantor shall, directly or indirectly, own at least 49% of all units of the MLP and have management control over the MLP; and

(c) the MLP shall have management control over the Borrower.

Master Maintenance Agreement means an agreement for the provision or procurement of maintenance between the Borrower and a Maintenance Provider in relation to the FSRU substantially following the terms set out in the applicable outline terms provided to the Mandated Lead Arrangers prior to the date of this Agreement or as otherwise approved.

Master Parts Agreement means an agreement for the provision or procurement of spare or replacement parts between the Borrower and a Parts Provider in relation to the FSRU substantially following the terms set out in the applicable outline terms provided to the Mandated Lead Arrangers prior to the date of this Agreement or as otherwise approved.

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Material Adverse Effect means a material adverse effect on:

(a) the business, operations, property, condition (financial or otherwise) or prospects of the Borrower, any other Facility Obligor or the Charterer to a level that adversely impacts the ability of any Obligor to perform its obligations under the Finance Documents;

(b) the ability of an Obligor to perform its obligations under any of the Finance Documents; or

(c) the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted pursuant to, any of the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

Material Project Agreement means the Charter, any Charter Guarantee, the PGN L/C, the Umbrella Agreement, the Consortium Agreement, the Building Contract, the Refund Guarantee, any Builder’s Performance L/C, the Mooring EPC Contract, the Mooring Installation Contract, the Modec Guarantee, the Supervision Agreement and any O&M Contract.

MLP has the meaning given to it in the definition of Master Limited Partnership.

Modec means Modec International, Inc. whose corporate office is located at 14741 Yorktown Plaza Drive, Houston, TX 77040.

Modec Guarantee means the parent company guarantee to be issued by Modec in favour of the Borrower in respect of the Mooring EPC Contract following execution of the Mooring EPC Contract Novation Agreement.

Mooring means the Mooring as defined in the Charter.

Mooring Contract Price means the aggregate amount, payable by the Borrower (or prior to the relevant novation the Sponsor and/or its Affiliates) in respect of the Mooring under the Mooring EPC Contract and the Mooring Installation Contract, as notified by the Borrower to the Facility Agent.

Mooring Documents means the Mooring EPC Contract, the Modec Guarantee, the Mooring Installation Contract and any guarantee or security given to the Borrower by any person for the Mooring EPC Contractor’s obligations under the Mooring EPC Contract and/or the Mooring Installation Contractor’s obligations under the Mooring Installation Contract and includes any change orders or other deed, document, agreement or instrument amending, varying or supplementing any of the foregoing documents or any of the terms and conditions thereof.

Mooring EPC Contract means the contract specified in Schedule 2 (Vessel Information) and made between the Mooring EPC Contractor and the Sponsor relating to, inter alia, the construction of the Mooring (the Original Mooring EPC Contract) as novated or to be novated to the Borrower pursuant to the Mooring EPC Contract Novation Agreement.

Mooring EPC Contractor means SOFEC, Inc., a company incorporated in Texas, United States of America with its registered office at 14741 Yorktown Plaza Drive, Houston, Texas, 77040.

Mooring EPC Contract Novation Agreement means the novation agreement between the Borrower, the Mooring EPC Contractor and HLNG Asia Pte Ltd, pursuant to which the rights and obligations of HLNG Asia Pte Ltd under the Original Mooring EPC Contract are novated in favour of the Borrower.

Mooring installation Contract means a contract relating to the installation of the Mooring at the Site to be made between the Borrower and the Mooring Installation Contractor substantially following the terms set out in the applicable letter of intent provided by the Borrower prior to the entry into such contract and approved by the Lenders (acting reasonably) or as otherwise approved.

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Mooring Installation Contractor means a company approved by the Lenders (acting reasonably).

Mooring Payment Accounts means the Offshore Mooring Account and the Onshore Mooring Account and Mooring Payment Account means either of them.

Mooring Purchase Price means the amount in respect of the purchase price of the Mooring calculated in accordance with the Charter and payable by the Charterer to the Borrower.

Mooring Tranche means the loan facility in an aggregate amount not exceeding the Mooring Tranche Limit available to be drawn by the Borrower on the terms, and subject to the conditions of, this Agreement.

Mooring Tranche Final Maturity Date means the earliest of:

(a) 18 March 2015;

(b) the first Interest Payment Date following the Final Acceptance Date; and

(c) three (3) months after the date of the Mooring Declaration (as defined in the Charter),

or such later date as the Facility Agent may agree (on instructions of the Commercial Lenders, in their absolute discretion).

Mooring Tranche Limit means an amount of up to $61,900,000.

Mooring Tranche Loan means the loan made or to be made to the Borrower under the Mooring Tranche of the Commercial Facility or (as the context may require) the outstanding principal amount of such borrowing.

Mooring Tranche Repayment Date means the Mooring Tranche Final Maturity Date.

Mooring Tranche Repayment Instalment means the scheduled repayment instalment payable on the Mooring Tranche Repayment Date in accordance with clause 8.2 (c).

Mortgage means a first ranking Indonesian ship hypothec (hipotek kapal) over the Vessel in the agreed form executed by the Borrower in favour of the Security Agent.

Mortgage Period means the period commencing on the date on which the Mortgage over the Vessel is executed and submitted for registration until the earlier of the date on which the Mortgage is released and discharged and the Total Loss Date in respect of the Vessel.

Net Hedging Expenses for any period means the amounts payable (or, in respect of a future period, projected to be payable) during that period under any Hedging Contract by the Borrower less the amounts payable (or, in respect of a future period, projected to be payable) during that period under any Hedging Contract to the Borrower in each case excluding any payment in respect of a party’s costs of entering into or terminating a Hedging Contract (and, for the avoidance of doubt, any Net Hedging Expenses may be a negative amount as well as a positive amount).

New Lender has the meaning given to such term in clause 33.1 (Assignments and transfers by the Lenders).

New Shareholder means any person or corporate entity which has become a shareholder of the Borrower pursuant to and in accordance with clause 29.16 (Replacement and/or additional shareholder).

NOR Conditions means the “NoR Conditions” as defined in clause 6.1 of the Charter.

O&M Contract means a Technical Services Agreement, a Master Maintenance Agreement or a Master Parts Agreement.

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O&M Contractor means a Maintenance Provider or a Parts Provider or a Technical Services Provider.

O&M Contractor Undertaking means, in relation to each O&M Contractor which is an Affiliate of the Borrower or Guarantor, an undertaking by that O&M Contractor to the Security Agent in the agreed form.

Obligors means a Facility Obligor, the Singapore Shareholder, each O&M Contractor which is an Affiliate of the Borrower or the Guarantor (so long as it is a party to a Finance Document) and any other Affiliate of the Borrower (other than an Indonesian Shareholder) or the Guarantor (other than the Sponsor so long as it is a party only to the Sponsor’s Assignment) which is from time to time a party to a Finance Document and Obligor means any of them.

OECD Common Approaches means Recommendation of the Council in Common Approaches for Officially Supported Export Credits and Environmental and Social Due Diligence (the Common Approaches) (TAD/ECG (2012) 5) dated 28 June 2012.

Offshore Account Bank means the Offshore Account Bank specified above and includes any person who may be appointed by the Borrower with the approval of the Majority Lenders (not to be unreasonably withheld or delayed) as an ‘Offshore Account Bank’ in addition to or, as the case may be, in substitution for the Offshore Account Bank as at the date of this Agreement and which has entered into an Accession Deed.

Offshore Mooring Payment Account means the dollar account of the Borrower opened or, as the context may require, to be opened by the Borrower with the Offshore Account Bank, designated by the Offshore Account Bank to be the “PT HOEGH LNG LAMPUNG — Offshore Mooring Payment Account” and includes any redesignation and each sub-account thereof.

Offshore Operating Account means the dollar account of the Borrower opened or as the context may require, to be opened by the Borrower with the Offshore Account Bank, designated by the Offshore Account Bank to be the “PT HOEGH LNG LAMPUNG — Offshore Operating Account” and includes any re-designation and each sub-account thereof.

Offshore Revenue Account means the dollar account of the Borrower opened or, as the context may require, to be opened by the Borrower with the Offshore Account Bank, designated by the Offshore Account Bank to be the “PT HOEGH LNG LAMPUNG - Offshore Revenue Account” and includes any redesignation and each sub-account thereof.

Onshore Account Bank means the Onshore Account Bank specified above and includes any person who may be appointed by the Borrower with the approval of the Majority Lenders (not to be unreasonably withheld or delayed) as an ‘Onshore Account Bank’ in addition to or, as the case may be, in substitution for the Onshore Account Bank as at the date of this Agreement and which has entered into an Accession Deed.

Onshore Delivery Account means the dollar account of the Borrower opened or as the context may require, to be opened by the Borrower with the Onshore Account Bank, designated by the Onshore Account Bank to be the “PT HOEGH LNG LAMPUNG — Onshore Delivery Account” and includes any re-designation and each sub-account thereof.

Onshore Operating Account means the rupiah account of the Borrower opened or as the context may require, to be opened by the Borrower with the Onshore Account Bank, designated by the Onshore Account Bank to be the “PT HOEGH LNG LAMPUNG — Onshore Operating Account” and includes any re-designation and each sub-account thereof.

Onshore Mooring Payment Account means the dollar account of the Borrower opened or, as the context may require, to be opened by the Borrower with the Onshore Account Bank, designated by the Onshore Account Bank to be the “PT HOEGH LNG LAMPUNG - Onshore Mooring Payment Account” and includes any redesignation and each sub-account thereof.

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Onshore Proceeds Account means the dollar account of the Borrower opened or as the context may require, to be opened by the Borrower with the Onshore Account Bank, designated by the Onshore Account Bank to be the “PT HOEGH LNG LAMPUNG — Onshore Proceeds Account” and includes any re-designation and each sub-account thereof.

Onshore Revenue Account means the dollar account of the Borrower opened or, as the context may require, to be opened by the Borrower with the Onshore Account Bank, designated by the Onshore Account Bank to be the “PT HOEGH LNG LAMPUNG - Onshore Revenue Account” and includes any redesignation and each sub-account thereof.

Operating Accounts means the Offshore Operating Account and the Onshore Operating Account and Operating Account means either of them.

Operating and Maintenance Element means the fee payable by the Charterer to the Borrower pursuant to clause 12 of the Charter, calculated in accordance with sections 3.2 to 3.7 of Schedule 6 to the Charter.

Operating Expenses means all operating expenses, taxes, capital expenditure, payments under Project Documents (other than Subordinated Loan Agreements and Promissory Notes), employee costs, insurance premiums and similar amounts payable by the Borrower.

Original Commercial Lenders means those banks and financial institutions listed in Schedule 1 (The Original Lenders) as Commercial Lenders.

Original Financial Statements means the audited consolidated financial statements of the Guarantor for its financial year ended 31 December 2012.

Original FSRU Tranche Final Maturity means the date falling 84 months after the Last Availability Date in respect of the FSRU Tranche of the Commercial Facility.

Original Hedging Banks means the banks and financial institutions listed in Schedule 1 as Hedging Banks.

Original Indonesian Shareholder means PT Bahtera Daya Utama, a company incorporated in Indonesia with its registered office at Jalan Ampera Raya No. 9-10, Jakarta Selatan 12550, Indonesia.

Original K-sure Lenders means those banks and financial institutions listed in Schedule 1 (The Original Lenders) as K-sure Lenders.

Original Lenders means the Original K-sure Lenders, the Original Commercial Lenders and the Original LC Lenders and Original Lender means any of them.

Original LC Lenders means those banks and financial institutions listed in Schedule 1 (The Original Lenders) as LC Lenders.

Original Security Documents means:

(a) the Mortgage;

(b) the Security Assignment;

(c) the Project Agreements Assignment;

(d) the Insurance Assignment;

(e) the Shares Security

(f) the Sponsor’s Assignment;

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(g) the Account Security;

(h) each O&M Contractor Undertaking;

(i) the Supervisor Undertaking;

(j) the Letter of Quiet Enjoyment;

(k) the Guarantees;

(l) the Guarantor’s Letter of Undertaking;

(m) the Fiduciary Assignments;

(n) the Hedging Security;

(o) any DSRA Letter of Credit; and

(p) the Powers of Attorney.

Original Shareholders means the Singapore Shareholder and the Original Indonesian Shareholder.

Participating Member State means any member state of the European Community that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

Parts Provider means a company or group of companies within the Group as may be notified to the Facility Agent by the Borrower or another appropriately qualified company approved by the Lenders or such other Approved Operator which has been appointed by the Borrower as parts provider in accordance with clause 24.4 (Operation and Maintenance) of this Agreement.

Party means a party to this Agreement.

Perfection Requirements means the paying, making or the procuring of the appropriate registrations, taxes, fees, filings, endorsements, notarisation, stampings, translations and/or notifications in respect of the Security Documents as specifically referred to in any Finance Document or in any legal opinion delivered to the Facility Agent pursuant to clause 4 (Conditions of Utilisation) or in connection with the entry into any Finance Document.

Permitted Amendment means:

(a) any amendment of, or waiver or release of a party’s obligations under, any Subordinated Loan Agreement and/or any Promissory Note and/or any Equity Loan Agreement provided that if it is a material amendment, waiver or release it is notified in advance to the Facility Agent;

(b) any amendment of, or waiver or release of a party’s obligations under, the Shareholders Agreement other than an amendment, waiver or release of any Restricted Provision which is notified in advance to the Facility Agent;

(c) any amendment to the Building Contract and/or Mooring EPC Contract and/or Mooring Installation Contract in accordance with clause 23.8 (Variations to Building Contract, Mooring EPC Contract and Mooring Installation Contract) and any consequential amendment required to be made to the Charter pursuant to an expert’s determination;

(d) any amendment to an O&M Contract which does not result in the Operating Expenses of the Borrower for the applicable period exceeding the then applicable Projected Operating

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Expenses or increasing any other liability of the Borrower under the Project Agreements or in a change to the tenor of such Project Agreements and which is notified in advance to the Facility Agent; and

(e) any amendment to the Supervision Agreement or any other Project Agreement which is not a Material Project Agreement or expressly referred to elsewhere in this definition which does not result in an increase in any amount payable by the Borrower or the liability of the Borrower under the Project Agreements or in a change to the tenor of such Project Agreements and which is notified in advance to the Facility Agent;

(f) any amendment to the Charter by way of a change order or written amendment which relates to matters of a purely technical and/or operational nature and which would not, or would not reasonably be expected to:

(i) require the Borrower to effect or otherwise result in a material structural alteration to the Vessel or the Mooring or affect the safety or structural integrity thereof; or

(ii) result in any change in the amount (by way of reduction), calculation, method or timing of payment of the Total Charter Rate; or

(iii) result in any reduction to the Charter Period or termination of the Charter; or

(iv) result in any change to the termination and/or force majeure provisions (if applicable) of a Project Agreement; or

(v) result in any change to any counterparty to a Project Agreement; or

(vi) result in any forecast shortfall in funding to achieve Final Acceptance in excess of $5,000,000 in aggregate during the construction period; or

(vii) result in an increase in Operating Expenses that are not being compensated in full by the Charterer;

(g) any amendment permitted under clause 24.1(d) or 24.1(e) (Project Agreements) or required pursuant to and in accordance with this Agreement and any consequential amendments required to be made to the Charter pursuant to an expert’s determination; and

(h) any novation of a Project Agreement (other than the Charter) to the Borrower as contemplated by this Agreement, the Building Contract Novation Agreement, the Mooring EPC Contract Novation Agreement, the Umbrella Novation Agreement or the Consortium Agreement Novation Agreement;

(i) any novation of the Charter to the Borrower pursuant to the Charter Novation Agreement or by the Charterer pursuant to clause 16.3 of the Charter and in accordance with clause 24.1(d)(vi) of this Agreement;

(j) any extension of the term of the Charter.

Permitted Financial Indebtedness means any:

(a) Financial Indebtedness incurred under, or as expressly permitted by, the Finance Documents; and

(b) Financial Indebtedness in the form of Subordinated Loans or Promissory Notes;

(c) Financial Indebtedness in the form of an Approved Refinancing;

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(d) Financial Indebtedness incurred in respect of any trade and/or sundry creditors which is not exceeding ninety (90) days; and

(e) Financial Indebtedness under finance or capital leases of vehicles, plant, machinery, equipment or computers provided that the aggregate capital value of all such items so leased by the Borrower under outstanding leases does not exceed $250,000 at any time.

Permitted Location means the Site or any other location required under the Charter Documents as the Lenders may approve in accordance with clause 24.12 (Negative covenants).

Permitted Maritime Liens means:

(a) unless an Event of Default is continuing, any ship repairer’s or outfitter’s possessory lien in respect of the Vessel for an amount not exceeding the Major Casualty Amount;

(b) any lien on the Vessel for master’s, officer’s or crew’s wages outstanding in the ordinary course of its trading which are not overdue;

(c) any lien on the Vessel for salvage; and

(d) any lien arising in the ordinary course of business or operation of the Vessel created by statute or by operation of law in Indonesia (and constituting a bona fide, non-discriminatory measure of general application) and in respect of obligations which are not overdue or which are being contested in good faith by appropriate proceedings (and for the payment of which adequate reserves have been provided) so long as any such proceedings or the continued existence of such lien do not, in the reasonable opinion of the Facility Agent, involve any likelihood of the sale, forfeiture or loss or, or of any interest in, or loss of use (for a period of seven (7) days or more) of, the Vessel.

Permitted Repayment means any repayment or payment in respect of Promissory Notes made by the Borrower prior to the first Utilisation Date provided that such repayment or payment is made solely from amounts paid by the Shareholders pursuant to the subscription of shares in or other capitalisation of share or equity of the Borrower.

Permitted Security Interest means:

(a) any Security Interest which is created by or expressed to be created by any Finance Document or in respect of any cash collateral in relation to the LC Facility;

(b) a Permitted Maritime Lien;

(c) until the date that the Shares Security is entered into by the Indonesian Shareholder, any Security Interest over the shares in the Borrower owned by the Indonesian Shareholder;

(d) any Security Interest arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to the Borrower in the ordinary course of trading and on the supplier’s standard or usual terms and not as a result of any default or omission by the Borrower;

(e) any Security Interest arising as a consequence of any finance or capital lease which is permitted pursuant to paragraph (e) of the definition of Permitted Financial indebtedness;

(f) any Security Interest existing in favour of an Account Bank pursuant to paragraph 3.1 of Schedule 19 (Account Banks provisions);

(g) any Security Interest over cash collateral contemplated in clause 9.2(b); or

(h) any other Security Interest approved by the Lenders.

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PGN L/C means an irrevocable standby letter of credit substantially in the form of Part B of Schedule 4 of the Charter or such other form as may be approved by the Lenders which is issued by an Approved Bank (as defined in the Charter) in favour of the Borrower in accordance with the Charter.

Pollutant means and includes LNG, crude oil and its products, any other polluting, toxic or hazardous substance and any other substance whose release into the environment is regulated or penalised by Environmental Laws.

Powers of Attorney means the security powers of attorney in the agreed form granted or, as the context may require, to be granted by the Borrower to the Security Agent on behalf of the Finance Parties, pursuant to which the Borrower appoints or, as the context may require, will appoint the Security Agent as its attorney for the purposes of, inter alia, effecting the termination of the Charter, the repossession of the Vessel, the decommissioning of the Vessel, sale of the Vessel, the towage of the Vessel to a location outside the Permitted Location, the deregistration of the Vessel and/or creating second and subsequent hypothec over the Vessel.

Prepayment Guarantee means the irrevocable financial guarantee and indemnity in respect of the K-sure Facility to be issued by the Guarantor in favour of the K-sure Agent in the agreed form and which shall be released in accordance with its terms.

Priority Operating Expenses means in any period the amount transferred from the Offshore Revenue Account to the Offshore Operating Account in respect of Operating Expenses pursuant to and in accordance with clause 28.8(a)(i).

Proceeds Application Event means the Borrower becoming obliged to prepay the Loans (or any part thereof) pursuant to the provisions of this Agreement (other than in accordance with clauses 9.1 (Illegality), 9.2 (Voluntary prepayment and cancellation) or 9.3 (Right of cancellation and prepayment in relation to a single Lender) unless applicable to all Loans and Lenders, clause 9.5 (Right of cancellation in relation to a Defaulting Lender) or clause 9.10 (K-sure Policy) in the event that only the K-sure Loans are required to be pre-paid in accordance with that clause or clause 28.8(a)(viii)).

Prohibited Payment means:

(a) any offer, gift, payment, promise to pay, commission, fee, loan or other consideration which would constitute bribery or a breach of the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other applicable law of any Relevant Jurisdiction or England and Wales; or

(b) any offer, gift, payment, promise to pay, commission, fee, loan or other consideration which would or might constitute bribery within the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of 17 December 1997.

Project means the Works and procurement and installation of the Mooring and the construction, installation, commissioning, operation and chartering to the Charterer of the Vessel pursuant to the Charter.

Project Accounts means, together, the following:

(a) the Construction Account;

(b) the Revenue Accounts;

(c) the Operating Accounts;

(d) the Onshore Proceeds Account;

(e) the Onshore Delivery Account;

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(f) the Debt Service Reserve Account;

(g) the Rupiah Account;

(h) the Distribution Account;

(i) the LC Cash Collateral Account;

(j) the Mooring Payment Accounts;

(k) the Retention Account; and

(l) the Insurance Proceeds Account.

Project Agreements means the Charter Documents, the Building Contract Documents, the Mooring Documents, the O&M Contracts, the Supervision Agreement, the Subordinated Loan Agreements (if any) and each other document the Facility Agent and the Borrower designate as a Project Agreement.

Project Agreements Assignment means a first assignment of the Borrower’s rights and interest in and to the Material Project Agreements to which it is a party (including, without limitation, the Vessel Rights and the Guarantee Rights), the Subordinated Loan Agreement and the Promissory Notes by the Borrower in favour of the Security Agent in the agreed form.

Project Authorisations means all licences, permits, wayleaves, approvals, filings, registrations, exemptions, authorisations and consents (other than Environmental Licences) necessary to be obtained by the Borrower and/or any O&M Contractor in connection with the Transaction Documents, the Project and all activities related to the Project to be carried out by the Borrower and/or the O&M Contractor.

Project Budget Statement means each statement to be prepared and required to be submitted by the Borrower to the Facility Agent pursuant to and in accordance with clause 24.5 (Agreement of Projected Operating Expenses and Delivery of Project Budget Statement) substantially in the form attached as Schedule 10 (Form of Project Budget Statement) or as otherwise agreed by the Facility Agent and the Borrower and setting out the projected Projected Operating Expenses and the latest cashflow and tax projections for the relevant period, as such statement may be updated in accordance with clause 24.5 (Agreement of Projected Operating Expenses and Delivery of Project Budget Statement).

Project Cost means the costs and expenses incurred by the Borrower and, prior to first Utilisation, the Sponsor and/or its Affiliates in relation to, and costs and expenses to complete, the Project, including, without limitation, the construction and installation costs in respect of the Vessel and the Mooring, interest During Construction, the K-sure Premium, Net Hedging Expenses payable up to the Final Acceptance Date, direct fees, costs and expenses incurred by the Borrower and/or the Sponsor and its Affiliates in relation to the Project and the Finance Documents and including in each case such amounts paid or funded by the Guarantor, the Sponsor, the Shareholders and any of their Affiliates, whether before or after the establishment of the Borrower and provided that in determining the amount of the Project Costs, amounts payable by the Borrower to the Sponsor and/or its Affiliates pursuant to the novation of any Material Project Agreement to the Borrower shall not be included in addition to the amounts paid by the Sponsor and/or its Affiliates in respect of those Material Project Agreements prior to novation and any margin payable to the Sponsor and/or its Affiliates by the Borrower pursuant to such novations over such amounts paid by the Sponsor and/or its Affiliates shall not be a Project Cost,

Projected Operating Expenses means the anticipated operating expenses of the Borrower for the applicable year as shown in the relevant Project Budget Statement.

Promissory Note means any promissory note or convertible promissory note issued by the Borrower in favour of the Guarantor, the Sponsor, a Shareholder or any of their Affiliates, and which,

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from the first Utilisation Date (or in the case of the Sponsor by no later than the date falling three (3) Business Days after the first Utilisation Date), is subordinated to the Facilities by way of a Subordination Deed.

Quotation Day means, in relation to any period for which an interest rate is to be determined, two (2) London Business Days before the first day of that period unless market practice differs in the Interbank Market for the relevant currency, in which case the Quotation Day for that currency shall be determined by the Facility Agent in accordance with market practice in the Interbank Market (and if quotations would normally be given by leading banks in the Interbank Market on more than one day, the Quotation Day will be the last of those days).

Receivables means:

(a) all Sales Proceeds in respect of the Vessel;

(b) proceeds in respect of any disposal of part of the Vessel;

(c) Total Loss Proceeds in respect of the Vessel;

(d) any Termination Fee;

(e) the Vessel Purchase Option Price;

(f) the Mooring Purchase Price;

(g) Tax refunds and other taxes applicable to the Project;

(h) all amounts which are received or receivable by the Borrower (or the Security Trustee as assignee) under the Building Contract Documents, the Mooring Contract Documents or the Charter Guarantee;

(i) the proceeds of any sale of the shares in respect of the Borrower pursuant to the Shares Security;

(j) all amounts which are, at any time received or receivable from the Guarantor under, and pursuant to the terms of, any Guarantee (other than the DSRA Guarantee); and

(k) all other amounts which are from time to time required, pursuant to the terms of the Finance Documents, to be deposited in a Revenue Account.

Receiver means a receiver or a receiver and manager or an administrative receiver appointed in relation to the whole or any part of any Charged Property under any relevant Security Document.

Reference Bank Rate means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Reference Banks as the rate at which the relevant Reference Bank could borrow funds in the London interbank market in dollars and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period.

Reference Banks means the principal offices in London of The Bank of Tokyo Mitsubishi, UFJ, Standard Chartered Bank, DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited and JP Morgan or such other banks as may be agreed by the Facility Agent and the Borrower.

Refund Guarantee means the guarantee details of which are specified in Schedule 2 (Vessel information) issued by the Refund Guarantor in respect of the Builder’s obligations under the Building Contract and any further guarantee to be issued by the Refund Guarantor to the Borrower in respect of such obligations in accordance with the Building Contract.

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Refund Guarantor means the refund guarantor specified as such in Schedule 2 (Vessel information) or any approved replacement Refund Guarantor in accordance with this Agreement.

Registry means such registrar, commissioner or representative of the Flag State who is duly authorised and empowered to register the Lampung FSRU, the Borrower’s title to the Lampung FSRU and the Mortgage under the laws of its Flag State.

Regulatory Authority means the Classification Society, the Registry, and each other regulatory authority in Indonesia or elsewhere or, as the case may be, such other body carrying out the functions which are carried out by the Classification Society or the Registry or such other body in Indonesia or in any other location in which the Vessel is, or is proposed to be operated, in each case to the extent applicable to the Borrower, any O&M Contractor and/or the Vessel.

Reinsurance Fiduciary Assignment means the Indonesian law deed of fiduciary security (jaminan fidusia) over Insurance Proceeds (in respect of the Reinsurances and all benefits thereof including claims of whatsoever nature and return of premiums) executed by the Insurer(s) in favour of the Security Agent in the agreed form or such other form as may be approved.

Reinsurances means any and all policies and contracts of reinsurance which are from time to time in place or taken out or entered into by or / for the benefit of the insurers in relation to any of the Insurances or any renewals or substitutions therefore.

Relevant Jurisdiction means, in relation to an Obligor:

(a) its jurisdiction of incorporation;

(b) any jurisdiction where any Charged Property owned by it is situated; and

(c) any jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

Relevant Period means in the case of the first Relevant Period, a period of nine (9) months ending on the first date of testing under clause 21.3 (Financial testing) and in the case of each subsequent Relevant Period, each period of nine (9) months ending on any FSRU Tranche Repayment Date or K-sure Facility Repayment Date.

Repayment Dates means, together, the FSRU Tranche Repayment Dates, the Mooring Tranche Repayment Date, the K-sure Facility Repayment Dates and the LC Facility Repayment Dates and

Repayment Date shall mean any such date.

Repayment Instalments means the FSRU Tranche Repayment Instalments, the Mooring Tranche Instalment, the K-sure Facility Repayment Instalments and Repayment Instalment shall mean any such instalment.

Repayment Schedule means, as the case may be, the K-sure Facility Repayment Schedule or the FSRU Tranche Repayment Schedule.

Repeating Representations means each of the representations and warranties set out in clauses 19.1 (Status) to 19.10 (Ranking and effectiveness of security) (other than clause 19.8(c)).

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

Requisition Compensation means, in respect of the Vessel, any compensation paid or payable by a government entity to the Borrower for the requisition for title, confiscation or compulsory acquisition of the Vessel.

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Restricted Party means a person that is: (i) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List; (ii) not a natural person and is located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organized under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; (or) (iii) otherwise a target of Sanctions (“target of Sanctions” signifying a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by Sanctions from engaging in trade, business or other activities).

Restricted Provisions means clauses 4(a), 5, 8.1(a), (b)(i) & (ii), 8.1(c)(i), 8.2(d), (e) and (g), 8.3(a), (b)(i) and (b)(ii), (c)(i) and (f), 8.4(d), (e) and (g), 9(b), 9(e), 10(a), 15, 16(g), 17 and 19 of the Shareholders Agreement and the Super Majority Matters (as defined in the Shareholders Agreement) and Restricted Provision means any of them.

Retention Account means the dollar account of the Borrower opened or, as the context may require, to be opened by the Borrower with the Offshore Account Bank, designated by the Offshore Account Bank to be the “PT HOEGH LNG LAMPUNG - Retention Account” and includes any redesignation and each sub-account thereof.

Revenue Accounts means the Onshore Revenue Account and the Offshore Revenue Account and Revenue Account means either of them.

Rupiah Account means the rupiah account of the Borrower opened or, as the context may require, to be opened by the Borrower with the Onshore Account Bank, designated by the Onshore Account Bank to be the “PT HOEGH LNG LAMPUNG - Rupiah Account” and includes any redesignation and each sub-account thereof.

Sales Proceeds means, in respect of the Vessel, the total proceeds of any sale of the Vessel by the Borrower after the date hereof including the Vessel Purchase Option Price received by the Borrower (or the Security Agent or Account Bank) on its behalf and, if the Vessel is sold in a currency other than dollars, the Sales Proceeds shall be the amount of dollars which the Borrower is able to purchase with the other currency at a market rate of exchange on the day of receipt of such other currency.

Sanctions means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States government; (ii) the United Nations; (iii) the European Union; (iv) the United Kingdom; or (v) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State and Her Majesty’s Treasury (HMT) (together, the Sanctions Authorities).

Sanctions List means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.

Screen Rate means in relation to LIBOR, the British Bankers Association Interest Settlement Rate (or if the British Bankers’ Association ceases to act in the role of administering and publishing LIBOR rates, the equivalent rate published by a subsequently appointed administrator of LIBOR) for the relevant currency and period displayed on the LIBOR01 page (or its successor page) of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders.

Secured Obligations means the obligations of the Borrower and each other Facility Obligor to the Finance Parties or any of them under the Finance Documents and includes such obligations in respect of all sums of money (including, without limitation, the aggregate of the Loan and interest accrued and accruing thereon) and the Hedging Debt from time to time owing to the Finance Parties or any of them, whether actually or contingently and whether or not due and payable, under the Finance Documents or any of them.

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Security Agent means Standard Chartered Bank or any other person as may be appointed Security Agent under this Agreement.

Security Assignment means a first assignment of the Borrower’s rights in respect of Insurances and all benefits thereof (including the right to receive claims and to return of premiums), Builder’s Risks Insurances and all benefits thereof (including the right to receive claims and to return of premiums), Earnings and Requisition Compensation by the Borrower in favour of the Security Agent in the agreed form.

Security Documents means:

(a) the Original Security Documents;

(b) any Subordination Deed executed after the date of this Agreement;

(c) any other document as may after the date of this Agreement be executed by any Obligor, or by any other person if the Borrower has consented to such document being a Security Document to guarantee and/or secure any amounts owing to the Finance Parties under this Agreement or any other Security Document.

Security Interest means a mortgage, charge, pledge, lien, assignment, trust, hypothecation or other security interest of any kind securing any obligation of any person or any other agreement or arrangement having a similar effect.

Selection Notice means a notice substantially in the form set out in Schedule 5 (Selection Notice) given in accordance with clause 11 (interest Periods).

Shareholder Agreement means the shareholders agreement dated 13 March 2013 made between the Singapore Shareholder and the Original Indonesian Shareholder in relation to the establishment and operation of the Borrower as may be amended, supplemented and/or replaced from time to time.

Shareholders means the Original Shareholders and any New Shareholder.

Shares Security means:

(a) the Indonesian law pledge of shares (gadai saham) by each Shareholder (other than an Indonesian Shareholder) in favour of the Security Agent; and

(b) the Indonesian law deed of fiduciary security (jaminan fidusia) by each Indonesian Shareholder,

each in the agreed form in respect of all of the shares in the Borrower owned by the relevant Shareholder.

Singapore Shareholder means Höegh LNG Lampung Pte Ltd, a company incorporated in Singapore with its registered office at 4 Robinson Road, House of Eden #05-01, Singapore 048543 and any of its Affiliates which becomes a shareholder in the Borrower in accordance with the Finance Documents, in each case until it ceases to be a shareholder of the Borrower in accordance with the Finance Documents.

Site means the mooring site located approximately 16 kilometres offshore Lampung, South Sumatra, Indonesia, where the Vessel and the Mooring is stationed at the time of Final Acceptance as such site may be changed at the request of the Charterer in accordance with the Charter and with the prior approval of the Lenders (such approval not to be unreasonably withheld or delayed).

Specifications means the specifications of the Lampung FSRU, as defined in the Building Contract.

Spill means any actual spill, release or discharge of a Pollutant into the Environment.

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Sponsor means Höegh LNG Ltd., a company incorporated in Bermuda with its registered office at Canon’s court, 22 Victoria Street, Hamilton HM 12, Bermuda.

Sponsor Funding means:

(a) the amount of Project Costs paid by the Sponsor, the Guarantor, a Shareholder or any of their Affiliates (other than the Borrower), whether before or after incorporation of the Borrower;

(b) the amount of Project Costs paid by the Borrower which are funded by the Sponsor, the Borrower, the Guarantor, a Shareholder or any of their Affiliates other than from the proceeds of the Loans but in the case of receipts under the Charter only including any such Project Costs funded by the Mooring Purchase Price (which has not been included as Sponsor Funding under paragraph (a)) or part thereof or by payments made by the Charterer and which the Borrower is entitled to retain for its own account in relation to Alterations (as defined in the Charter) or variations or other changes under the Building Contract or Mooring Documents, having paid all costs required to implement such Alterations or such variations.

Sponsor’s Assignment means a first assignment of the Sponsor’s rights and interest in and to the Umbrella Agreement and the Consortium Agreement by the Sponsor in favour of the Security Agent in the agreed form and which shall automatically be released upon the effective date of the novation of such Material Project Agreements to the Borrower pursuant to and in accordance with the Umbrella Novation Agreement and the Consortium Agreement Novation Agreement.

Subordinated Loan means any loan or loan stock made or, as the context may require to be made available by the Sponsor or a Shareholder or any of their Affiliates to the Borrower pursuant to a Subordinated Loan Agreement (and which is to be subordinated to the facility by way of a Subordination Deed from the first Utilisation Date or by no later than the third (3m) Business Day after the first Utilisation Date in the case of the Sponsor).

Subordinated Loan Agreement means any loan agreement made or to be made between the Sponsor or a Shareholder or any of their respective Affiliates and the Borrower in relation to the provision of a Subordinated Loan to the Borrower.

Subordination Deed means any deed of subordination in the agreed form executed or, as the context may require, to be executed by either the Sponsor or a Shareholder or any of their respective Affiliates in favour of the Security Agent on behalf of the Finance Parties together with all deeds of accession entered into or to be entered into pursuant thereto.

Subsidiary means, in relation to any company or corporation, a company or corporation:

(a) which is controlled, directly or indirectly, by the first mentioned company or corporation;

(b) more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or

(c) which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

Supervision Agreement means the construction management agreement entered into between the Borrower and the Supervisor pursuant to which the Supervisor will on behalf of the Borrower supervise the performance of the Builder, Mooring EPC Contractor and Mooring Installation Contractor under the Building Contract, Mooring EPC Contract and Mooring Installation Contract.

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Supervisor means a company or group of companies within the Group as may be notified to the Facility Agent by the Borrower prior to the first Utilisation and as may be replaced by the Borrower with another company or group of companies within the Group following notice to the Facility Agent.

Supervisor Undertaking means an undertaking by the Supervisor to the Security Agent in the agreed form.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) however so arising, including in Indonesia whether or not in connection with the Borrower and Taxation shall be construed accordingly.

Tax Element means the fee payable by the Charterer to the Borrower pursuant to clause 12 of the Charter, calculated in accordance with sections 4.2 and 4.3 of Schedule 6 to the Charter.

Technical Adviser means Crandall Energy or any other technical consultant with experience of assets of the same type as the Vessel and the Mooring appointed by the Facility Agent on behalf of the Lenders, with the approval of the Borrower (such approval not to be unreasonably withheld or delayed and, to the extent that the Borrower has not responded to the Facility Agent within 5 Business Days of delivery of its request, such approval shall be deemed to have been given) to carry out the Agreed Scope of Work.

Technical Services Agreement means an agreement between the Borrower and a Technical Services Provider pursuant to which the Borrower is provided with certain services and licensed intellectual property substantially following the terms set out in the applicable outline terms provided to the Mandated Lead Arrangers prior to the date of this Agreement or as otherwise approved.

Technical Services Provider means a company or group of companies within the Group as may be notified to the Facility Agent by the Borrower or another appropriately qualified company approved by the Lenders or such other Approved Operator which has been appointed by the Borrower as the technical services provider in accordance with clause 24.4 (Operation and Maintenance) of this Agreement.

Term means each period determined under this Agreement for which the issuing Bank is under a liability under the Letter of Credit.

Term Facilities means the K-sure Facility and the Commercial Facility and Term Facility means either of them.

Termination Acquisition Notice is as defined in the Charter.

Termination Date means the earliest to occur of:

(a) the Total Loss Date;

(b) the date that the Total Commitments are cancelled pursuant to clause 31.30 (Acceleration);

(c) the date on which the Total Commitments are reduced to zero pursuant to clause 9.3 (Right of cancellation and prepayment in relation to a single Lender) applying to all Lenders;

(d) the date on which the Total Commitments are reduced to zero and/or cancelled pursuant to clause 9.6 (Change of Control), 9.7 (Sale of Vessel), 9.8 (Charter and Charter Guarantee), 9.9 (PGN L/C) and 9.10 (K-sure Policy).

Termination Fee means any amount payable to the Borrower by the Charterer under the charter upon termination of the Charter including the Vessel FM Termination Amount, the Non-Vessel FM Termination Amount, the Owner Breach Termination Amount, the Charterer Breach Termination Amount and the Acquisition Price as each such term is defined in Schedule 15 of the Charter.

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Total Assets means the total book value of all the assets of the Group which would, in accordance with IFRS, be classified as assets of the Group (excluding the marked to market value of any derivative transactions).

Total Charter Rate means the aggregate of the Capital Element, the Operating and Maintenance Element and Tax Element.

Total Commitments means, in relation to a Facility or a Tranche, at any time the aggregate of the Commitments under that Facility or Tranche.

Total Loss means, in relation to the Lampung FSRU, its:

(a) actual, constructive, compromised or arranged total loss; or

(b) requisition for title, confiscation, expropriation, nationalisation, seizure or other compulsory acquisition by a government entity; or

(c) hijacking, theft, condemnation, capture, seizure, arrest or detention for more than 30 days.

Total Loss Date means:

(a) in the case of an actual total loss, the date it happened or, if such date is not known, the date on which the Lampung FSRU was last reported;

(b) in the case of a constructive, compromised, agreed or arranged total loss, the earliest of:

(i) the date notice of abandonment of the Lampung FSRU is given to its insurers by the Borrower; or

(ii) if the insurers do not admit such a claim, the date later determined by a competent court of law to have been the date on which the total loss happened; or

(iii) the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the relevant insurers;

(c) in the case of a requisition for title, confiscation or compulsory acquisition, the date it happened; and

(d) in the case of hijacking, theft, condemnation, capture, seizure, arrest or detention, the date 30 days after the date upon which it happened.

Total Loss Proceeds means the proceeds of any policy or contract of insurance or reinsurance arising in respect of any Total Loss or any Requisition Compensation received in respect of a Compulsory Acquisition.

Total Loss Repayment Date means where the Lampung FSRU has become a Total Loss the earlier of:

(a) the date 180 days after its Total Loss Date; and

(b) the date upon which the Total Loss Proceeds are paid by insurers or the relevant government entity.

Tranche means either the FSRU Tranche or the Mooring Tranche and Tranches means both of them.

Transaction means any transaction entered into pursuant to the Hedging Contracts.

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Transaction Documents means the Finance Documents and the Material Project Agreements, as may be amended or supplemented from time to time in accordance with this Agreement.

Transfer Certificate means a certificate substantially in the form set out in Schedule 7 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrower.

Transfer Date means, in relation to a transfer, the later of:

(a) the proposed Transfer Date specified in the Transfer Certificate; and

(b) the date on which the Facility Agent executes the Transfer Certificate.

Treasury Transaction means any derivative or hedging transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (including, without limitation, any Transaction).

Trust Property means, collectively:

(a) all moneys duly received by the Security Agent under or in respect of the Finance Documents;

(b) any portion of the balance on any Project Account (other than the Distribution Account) held by or charged to the Security Agent at any time;

(c) the Security Interests, guarantees, security, powers and rights given to the Security Agent under and pursuant to the Finance Documents including, without limitation, the covenants given to the Security Agent in respect of all obligations of any Obligor;

(d) all assets paid or transferred to or vested in the Security Agent or its agent or received or recovered by the Security Agent or its agent in connection with any of the Finance Documents whether from any Obligor or any other person; and

(e) all or any part of any rights, benefits, interests and other assets at any time representing or deriving from any of the above, including all income and other sums at any time received or receivable by the Security Agent or its agent in respect of the same (or any part thereof).

Umbrella Agreement means the amended and restated contract dated 17 October 2012 setting out, inter alia, the joint and several liability of the Sponsor and the EPCIC Contractor for delay liquidated damages under the Charter and the EPCIC Agreement (the Original Umbrella Agreement) made between the Sponsor, the EPCIC Contractor and the Charterer as novated or to be novated to the Borrower pursuant to the Umbrella Novation Agreement.

Umbrella Novation Agreement means a novation agreement to be made between the Borrower, the Sponsor, the EPCIC Contractor and the Charterer, pursuant to which the rights and obligations of the Sponsor under the Original Umbrella Agreement are novated in favour of the Borrower.

Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents,

US Tax Obligor means:

(a) a Borrower which is resident for tax purposes in the United States of America; or

(b) a Facility Obligor some or all of whose payments under the Finance Documents are from sources within the United States for US federal income tax purposes.

Utilisation means the making of a Loan or a Letter of Credit.

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Utilisation Date means the date on which a Utilisation is made, being a Business Day falling not later than the applicable Last Availability Date.

Utilisation Request means a notice substantially in the form set out in the form set out in Part 1 (for a Loan) or Part 2 (for a Letter of Credit) of Schedule 4 (Utilisation Requests) or any other form agreed between the Borrower and the Facility Agent (acting on the instructions of the Lenders).

Vessel means the FSRU referred to as the “FSRU” in the Charter, as further described in Schedule 2 (Vessel information) with Hull Number 2548 and, to be named “PGN FSRU Lampung” and registered with the Flag State in the name of the Borrower and where the context so permits includes any share or interest of the Borrower in it and its engines, machinery, boats, tackle, outfit, equipment, derricks, tools, cranes, rigging, pumps and pumping equipment, tubing, casing, spare gear, fuel, consumable or other stores, belongings, appurtenances and all fittings and equipment of the Vessel whether on board or ashore and whether now owned or later acquired by the Borrower (including, without limitation, all radio equipment and also any and all additions, improvements and replacements made in or to such vessel or any part of it or in or to its equipment and appurtenances but excluding, the Mooring and where applicable, all LNG stored in the Vessel, rented equipment and any other equipment installed on or used on the Vessel which is owned by the Charterer) in each case which are the property of the Borrower pursuant to the Charter or any other Project Agreement or become installed on the Vessel thereafter and which are the property of the Borrower or which, having been removed therefrom, remain the property of the Borrower, together with any and all replacements and renewals thereof and substitutions therefor from time to time made in accordance with the Project Agreements and which are the property of the Borrower and, where the context permits, Vessel shall include the Manuals and Technical Records in respect of the Vessel.

Vessel and Mooring Specifications means the specifications and performance criteria of the Lampung FSRU and the Mooring required by the Charter, as set out in schedules 1 and 2 to the Charter.

Vessel FM is as defined in the Charter.

Vessel FM Termination Amount means the fee payable by the Charterer to the Borrower pursuant to clause 26.4(a)(i) of the Charter, calculated in accordance with section 2 of Part A of Schedule 15 to the Charter.

Vessel Purchase Option Price means the amount in respect of the purchase price of the Lampung FSRU calculated in accordance with the Charter and payable by the Charterer upon the exercise of the Charterer’s Purchase Option.

Vessel Representations means each of the representations and warranties set out in clauses 19.22 (Vessel status) and 19.23 (Earnings).

Vessel Rights means all rights, including without prejudice to the foregoing, the benefit of all warranties and indemnities to which the Borrower is from time to time entitled from any builder (including the Builder and the Mooring EPC Contractor), manufacturer, sub-contractor, supplier or repairer in respect of the manufacture, supply, condition, design, conversion, construction, installation or operation of the Vessel and/or the Mooring or any part thereof and any liquidated damages payable to the Borrower from time to time under any of the Building Contract Documents and/or the Mooring Documents.

Works means the design, development and construction of the Project and any other works contemplated by the Building Contract Documents and/or the Mooring Documents and/or the Charter Documents.

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1.2 Construction

(a) Unless a contrary indication appears, any reference in any of the Finance Documents to:

(i) Sections, clauses and Schedules are to be construed as references to the Sections and clauses of, and the Schedules to, the relevant Finance Document and references to a Finance Document include its Schedules;

(ii) a Finance Document or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as it may from time to time be amended, restated, novated or replaced, however fundamentally;

(iii) words importing the plural shall include the singular and vice versa;

(iv) a time of day are to London time unless otherwise specified;

(v) any person includes its successors in title, permitted assignees or transferees;

(vi) the knowledge, awareness and/or beliefs (and similar expressions) of any Obligor shall be construed so as to mean the knowledge, awareness and beliefs of the director and officers of such Obligor, having made due and careful enquiry;

(vii) agreed form means:

(A) where a Finance Document has already been executed by the Facility Agent or the Security Agent, such Finance Document in its executed form;

(B) prior to the execution of a Finance Document, the form of such Finance Document separately agreed in writing between the Facility Agent (acting on the instructions of the Lenders) and the Borrower as the form in which that Finance Document is to be executed or another form approved at the request of the Borrower;

(viii) approved by the Majority Lenders or approved by the Lenders means approved in writing by the Facility Agent acting on the instructions of the Majority Lenders or, as the case may be, the Lenders (on such conditions as they may respectively require and which are agreed by the Borrower) and otherwise approved means approved in writing by the Facility Agent (on such conditions as the Facility Agent may require and which are agreed by the Borrower) and approval and approve shall be construed accordingly;

(ix) assets includes present and future properties, revenues and rights of every description;

(x) an authorisation means any authorisation, consent, concession, approval, resolution, licence, exemption, filing, notarisation or registration;

(xi) charter commitment means, in relation to a vessel, any charter or contract for the use, employment or operation of that vessel or the carriage of people and/or cargo or the provision of services by or from it and includes any agreement for pooling or sharing income derived from any such charter or contract;

(xii) having management control of the Borrower or the MLP means:

(A) in the case of the MLP, the general partner of the MLP is a direct or indirect wholly owned Subsidiary of the Guarantor and either (x) in the event the general partner of the MLP is a member-managed limited liability company, the Guarantor or one of its wholly owned Subsidiaries is

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the managing member or (y) in the event the general partner of the MLP is a manager-managed limited liability company, the Guarantor has, directly or indirectly, the power to appoint or remove the members of the board of managers of the general partner of the MLP and the Guarantor shall be deemed to have management control of the MLP if the foregoing apply; or

(B) in the case of the Borrower, the direct or indirect power to appoint or remove the president director or the president commissioner or the majority of the directors or the majority of the commissioners of the Borrower,

and for the purposes of this provision power means the power (whether by way of ownership of shares, units or partnership interests, proxy, contract, agency or otherwise and/or through arrangements set out in the Shareholders Agreement and the Borrower’s articles of association or, as the case may be, the relevant limited partnership agreement);

(xiii) the term disposal or dispose means a sale, transfer or other disposal (including by way of lease or loan but not including by way of loan of money) by a person of all or part of its assets, whether by one transaction or a series of transactions and whether at the same time or over a period of time, but not the creation of a Security Interest;

(xiv) dollar/$ means the lawful currency of the United States of America;

(xv) the equivalent of an amount specified in a particular currency (the specified currency amount) shall, unless otherwise expressly stated, be construed as a reference to the amount of the other relevant currency which can be purchased with the specified currency amount in the London foreign exchange market at or about 11 am. on the date the calculation falls to be made (or if not a Business Day the immediately preceding Business Day) for spot delivery at the Facility Agent’s (including for the purposes of 1.2(b)) or, as the context may require, the Account Bank’s spot rate of exchange and the Facility Agent’s or, as the case may be, the Account Bank’s determination of any such equivalent shall be conclusive absent manifest error;

(xvi) a government entity means any government, state or agency of a state;

(xvii) a guarantee means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(xviii) indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(xix) month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:

(A) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that month (if there is one) or on the immediately preceding Business Day (if there is not); and

(B) if there is no numerically corresponding day in that month, that period shall end on the last Business Day in that month

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and the above rules in paragraphs (A) to (B) will only apply to the last month of any period;

(xx) an obligation means any duty, obligation or liability of any kind;

(xxi) something being in the ordinary course of business of a person means something that is in the ordinary course of that person’s then applicable business and operations which, in the case of the Borrower, is the Project (and not merely anything which that person is entitled to do under its Constitutional Documents);

(xxii) pay, prepay or repay in clause 29 (Business restrictions) includes by way of set-off, combination of accounts or otherwise;

(xxiii) a person includes any individual, firm, company, corporation, government entity or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(xxiv) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but if not having the force of law, which is generally complied with in the ordinary course of business of the party concerned or by those to which it is addressed) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation and includes (without limitation) any Basel 2 Regulation or Basel 3 Regulation;

(xxv) right means any right, privilege, power or remedy, any proprietary interest in any asset and any other interest or remedy of any kind, whether actual or contingent, present or future, arising under contract or law, or in equity;

(xxvi) rupiah means the lawful currency of Indonesia;

(xxvii) agent, trustee, fiduciary and fiduciary duty has in each case the meaning given to such term under applicable law;

(xxviii) (i) the winding up, dissolution, or administration of person or (ii) a receiver or administrative receiver or administrator in the context of insolvency proceedings or security enforcement actions in respect of a person shall be construed so as to include any equivalent or analogous proceedings or any equivalent and analogous person or appointee (respectively) under the law of the jurisdiction in which such person is established or incorporated or any jurisdiction in which such person carries on business including (in respect of proceedings) the seeking or occurrences of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors;

(xxix) refinancing and reimbursing any payment or funding made by the Sponsor and/or a Shareholder and/or any of their Affiliates includes the Borrower making a payment or repayment pursuant to a Subordinated Loan Agreement or Promissory Note in an amount not exceeding such payment or funding; and

(xxx) a provision of law is a reference to that provision as amended or re-enacted.

(b) Where in this Agreement a provision includes a monetary reference level in one currency, unless a contrary indication appears, such reference level is intended to apply equally to its equivalent in other currencies as of the relevant time for the purposes of applying such reference level to any other currencies.

(c) Section, clause and Schedule headings are for ease of reference only.

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(d) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(e) A Default or an Event of Default is continuing if it has not been remedied or waived.

1.3 Third party rights

(a) Unless expressly provided to the contrary in a Finance Document for the benefit of a Finance Party or another Indemnified Person, a person (other than K-sure to the extent provided for under clause 1.6 (K-sure)) who is not a party to a Finance Document has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act) to enforce or to enjoy the benefit of any term of the relevant Finance Document.

(b) Any Finance Document may be rescinded or varied by the parties to it without the consent of any person who is not a party to it (unless otherwise provided by this Agreement).

(c) An Indemnified Person who is not a party to a Finance Document may only enforce its rights under that Finance Document through the Finance Party in relation to which it is an Indemnified Person and if and to the extent and in such manner as the Finance Party may determine.

1.4 Finance Documents

Where any other Finance Document provides that this clause 1.4 shall apply to that Finance Document, any other provision of this Agreement which, by its terms, purports to apply to all or any of the Finance Documents and/or any Obligor shall apply to that Finance Document as if set out in it but with all necessary changes.

1.5 Conflict of documents

The terms of the Finance Documents (other than as relates to the creation and/or perfection of security) are subject to the terms of this Agreement and, in the event of any conflict between any provision of this Agreement and any provision of any Finance Document (other than in relation to the creation and/or perfection of security) the provisions of this Agreement shall prevail.

1.6 K-sure

Each Party agrees that:

(a) K-sure shall not have any obligations or liabilities under this Agreement unless it has become a Lender;

(b) K-sure shall be a third party beneficiary of the rights expressed to be for its benefit or exercisable by it under this Agreement; and

(c) This Agreement may not be amended to limit, modify or eliminate any rights of K-sure without its prior written consent.

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SECTION 2 - THE FACILITIES

2 The Facilities

2.1 The Facilities

(a) Subject to the terms of this Agreement, the Lenders make available to the Borrower:

(i) the Commercial Facility in two (2) Trenches (comprising of the FSRU Tranche and the Mooring Tranche) and in an aggregate amount up to the Commercial Facility Limit (as adjusted in accordance with the terms of this Agreement);

(ii) the K-sure Facility in an aggregate amount up to the K-sure Facility Limit (as adjusted pursuant to the terms of this Agreement); and

(iii) the LC Facility in an aggregate amount up to the LC Facility Limit (as adjusted pursuant to the terms of this Agreement).

(b) The obligation of each Commercial Lender under this Agreement shall be to contribute that proportion of each Commercial Loan of each Tranche which, as at the Utilisation Date for that Commercial Loan, its Commitment in respect of that Tranche bears to the Total Commitments in respect of that Tranche.

(c) The obligation of each K-sure Lender under this Agreement shall be to contribute that proportion of each K-sure Loan which, as at the Utilisation Date for each K-sure Loan, its Commitment in respect of the K-sure Facility bears to the Total Commitments in respect of the K-sure Facility.

(d) The obligation of each LC Lender under this Agreement shall be to assume liability for that proportion of the LC Amount or, as applicable, to reimburse to the Issuing Bank that proportion of each Due Amount which, in each case, its Commitment in respect of the LC Facility hears to the Total Commitments in respect of the LC Facility immediately before the Letter of Credit is issued (as adjusted to reflect any transfer of such Commitment after the date of its issue) and no LC Lender shall be obliged to assume liability for and/or reimburse anything in excess of that proportion.

2.2 Increase

The Borrower may by giving prior notice to the Facility Agent by no later than the date falling ten (10) Business Days after the effective date of a cancellation of:

(a) the undrawn Commitment of a Defaulting Lender in accordance with clause 9.5 (Right of cancellation in relation to a Defaulting Lender); or

(b) the Commitment of a Lender in accordance with:

(i) clause 9.1 (Illegality); or

(ii) clause 9.3 (Right of cancellation and prepayment in relation to a single Lender),

request that the Commitments be increased (and the Commitments shall be so increased) in an aggregate amount of up to the amount of the Commitment so cancelled as follows:

(A) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an Increase Lender) selected by the Borrower (each of which shall not be a Group member) and acceptable to K-sure in case such Commitment relates to the K-sure Facility and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness

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to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender);

(B) the Borrower and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Borrower and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

(C) each Increase Lender shall become a Party as a ‘‘Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(D) the Commitments of the other Lenders shall continue in full force and effect; and

(E) any increase in the Commitments shall take effect on the date specified by the Borrower in the notice referred to above or any later date on which the conditions set out in clause 2.3 are satisfied.

2.3 An increase in the Commitments will only be effective on:

(a) the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender; and

(b) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase, the Facility Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender. The Facility Agent shall promptly notify the Borrower and the increase Lender upon being so satisfied.

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2.4 Each of the other Finance Parties and the Borrower hereby appoints the Facility Agent as its agent to execute on its behalf any Increase Confirmation delivered to the Facility Agent in accordance with clauses 2.2 and 2.3.

2.5 Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

2.6 The Borrower shall, promptly on demand, pay the Facility Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with arty increase in Commitments under clause 2.2.

2.7 The Increase Lender shall, on the date upon which the increase takes effect, pay to the Facility Agent (for its own account) a fee in an amount equal to the fee which would be payable under clause 33.3 (Fee) if the increase was a transfer pursuant to clause 33.5 (Procedure for transfer) and if the Increase Lender was a New Lender.

2.8 The Borrower may pay to the Increase Lender a fee in the amount and at the times agreed between the Borrower and the Increase Lender in a letter between the Borrower and the Increase Lender setting out that fee. A reference in this Agreement to a Fee Letter shall include any letter referred to in this clause 2.8.

2.9 Clause 33.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in clause 2.2 in relation to an Increase Lender as if references in that clause to:

(a) an Existing Lender were references to all the Lenders immediately prior to the relevant increase;

(b) the New Lender were references to that Increase Lender; and

(c) a re-assignment or re-transfer were references to an assignment or transfer.

2.10 Finance Parties’ rights and obligations

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

(c) A Finance Party may, except as otherwise stated in the Finance Documents (including clauses 37.26 (All enforcement action through the Security Agent)) and 38.2 (Finance Parties acting together), separately enforce its rights under the Finance Documents.

2.11 K-sure override

Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall oblige any Finance Party to act (or omit to act) in a manner that is inconsistent with the terms of the K-sure Policy, in particular:

(a) the Security Agent and each Agent shall be authorized to take all such actions as may be necessary to ensure that the terms of the K-sure Policy are complied with; and

(b) no Finance Party shall be obliged to do anything if to do so results or is reasonably likely to result in a breach of any term or affect the validity of the K-sure Policy.

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2.12 Each Lender agrees that the Facility Agent, to the extent that such Lender’s participation in a Loan is guaranteed or insured by K-sure under the K-sure Policy, will accept (for the purposes of Majority Lender or all Lender decisions or instructions) the decision or instruction of K-sure as advised to the Facility Agent by the K-sure Agent or K-sure and the decision or instruction of that Lender will be accepted only to the extent that such Lender’s participation in a Loan is not guaranteed or insured by K-sure under the K-sure Policy.

2.13 Each Finance Party will cooperate with the Agents and each other Finance Party, and take such actions and/or refrain from taking such actions as may be reasonably necessary, to ensure that the K-sure Policy continues in full force and effect.

2.14 The K-sure Agent shall provide the Borrower with a copy of the K-sure Policy promptly following its issue and the K-sure Agent and the K-sure Lenders shall not make or consent to any material amendment to the K-sure Policy without the prior written consent of the Borrower (not to be unreasonably withheld or delayed).

2.15 In the event of conflict between the terms of this Agreement and the K-sure Policy as between the K-sure Lenders and K-sure the terms of the K-sure Policy shall prevail.

3 Purpose

3.1 Purpose

The Borrower shall apply all amounts borrowed under the Facilities in accordance with this clause 3.

3.2 Use

(a) The FSRU Tranche of the Commercial Facility shall be made available to the Borrower solely to finance (or to refinance or reimburse any payments or funding made by the Sponsor and/or the Shareholders and/or any of their Affiliates in respect of) Project Costs (including the Contract Price) and the K-sure Premium (except Project Costs to be funded by the Mooring Tranche).

(b) The Mooring Tranche shall be made available solely for the purposes of funding Project Costs in relation to the Mooring and the Mooring Tranche.

(c) Subject to the terms of the K-sure Policy, the K-sure Facility shall be made available to the Borrower solely for the purpose of financing (or refinancing or reimbursing any funding made by the Sponsors and/or the Shareholders and/or any of their Affiliates in respect of) the Contract Price. For the avoidance of doubt, the K-sure Facility shall not be used to fund the payment of the K-sure Premium or any Interest During Construction.

(d) The LC Facility shall be made available to the Borrower for the purpose of issuing a Letter of Credit in favour of the LC Beneficiary in accordance with clause 27.1 of the Charter.

3.3 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4 Conditions of Utilisation

4.1 Initial conditions precedent

The Borrower may not deliver a Utilisation Request unless the Facility Agent, or its duly authorised representative, has received, or is satisfied that it will receive on the relevant Utilisation Date, all of the documents and other evidence listed in Part 1 of Schedule 3 (Initial conditions precedent) in form and substance satisfactory to the Facility Agent.

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4.2 Conditions precedent to Utilisation on Delivery

(a) The Borrower may not deliver a Utilisation Request in respect of the Delivery Instalment unless the Facility Agent, or its duly authorised representative, has received all of the documents and evidence listed in Part 2A of Schedule 3 (Conditions precedent to Utilisation on Delivery) in form and substance satisfactory to the Facility Agent.

(b) The Utilisation in respect of the Delivery Instalment shall be paid in accordance with the provisions of clause 28.6 (Onshore Delivery Account) and the Building Contract and released to the Builder when the Facility Agent, or its duly authorised representative, receives the evidence listed in Part 2B of Schedule 3 (Conditions precedent to Release of Delivery Instalment) in form and substance satisfactory to the Facility Agent.

4.3 Conditions subsequent

The Borrower shall provide to the Facility Agent or its duly authorised representative the documents and evidence listed in Part 3 of Schedule 3 (Conditions subsequent) in form and substance satisfactory to the Lenders (acting reasonably) prior to the applicable date specified that Schedule.

4.4 Notice to Lenders

The Facility Agent shall notify the Borrower and the Lenders promptly upon receiving and being satisfied with all of the documents and evidence delivered to it under this clause 4.

4.5 Further conditions precedent

(a) The Lenders will only be obliged to comply with clause 5.4 (K-sure Lenders’ participation) and/or 5.5 (Commercial Lenders’ participation) if on the date of a Utilisation Request and on the proposed Utilisation Date:

(i) no Default is continuing or would result from the proposed Utilisation;

(ii) no breach or default has occurred and is continuing under any of the Project Agreements or the Shareholders Agreement or the EPCIC Contract which has or might reasonably be expected to have a Material Adverse Effect, save for any breach or default previously notified to and accepted by the Facility Agent in writing;

(iii) the Repeating Representations and, in relation to the first Utilisation, all of the other representations set out in clause 19 (Representations) (other than the Vessel Representations), are true in all material respects; and

(iv) in relation to each Utilisation during the Mortgage Period, the Vessel Representations are true in all material respects; and

(v) the Borrower has certified in the relevant Utilisation Request:

(A) that there is no forecast shortfall in funding in excess of $5,000,000 to achieve Delivery by the Last Availability Date and Final Acceptance by the earlier of (i) the Cancellation Date and (ii) 18 March 2015; and

(B) that there is no forecast delay in achieving Delivery and/or Final Acceptance on or prior to such dates, respectively; and

(C) the extent of any forecast Cost Overrun.

(vi) at the time the Technical Adviser delivered its latest report to the Facility Agent, the Technical Adviser did not confirm in writing to the Facility Agent that there is a

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funding shortfall or forecast delay referred to in paragraph (v) above or, if the Technical Advisor did confirm in writing to the Facility Agent that there is such a funding shortfall or forecast delay (and provided that the Facility Agent shall promptly notify the Borrower of the existence of any such notice), the Technical Advisor has since confirmed in writing to the Facility Agent that any such funding shortfall or forecast delay has been determined pursuant to clause 24.10(f) to not apply or the Borrower has provided evidence satisfactory to the Facility Agent and the Technical Adviser that such funding shortfall or forecast delay no longer applies;

(vii) the Borrower provides together with each Utilisation Request, invoices or other reasonable supporting documents (in form satisfactory to Facility Agent) relating to the Project Costs in respect of which payment and/or reimbursement is sought through the relevant Utilisation provided that the Borrower shall not be required to provide for any Utilisation copies of any invoices (or other supporting documentation other than a summary of such Project Costs so that for each Utilisation the amounts set out in the summary and the relevant invoices shall equal the amount of the proposed Utilisation) in respect of any payment or reimbursement of an amount in respect of Project Costs (or an item or part thereof), other than amounts payable under the Building Contract, the Mooring EPC Contact and/or the Mooring Installation Contract, which is less than $325,000; and

(viii) the Sponsor Funding is not less than $104,000,000 and the ratio of the aggregate Loans (excluding any LC Loans) outstanding as at the proposed Utilisation Date (following the proposed Utilisation) and any Available Commitments (excluding in relation to the LC Facility) as at the proposed Utilisation Date (following the proposed Utilisation) to Sponsor Funding would not exceed 3:1.

(b) The K-sure Lenders shall not be obliged to comply with their obligations under clause 5.4 (K-sure Lenders’ participation) if (i) K-sure has declared in writing that further disbursements under this Agreement will not be covered by the K-sure Policy, (ii) K-sure has not requested the K-sure Lenders to suspend the making of the Loan in accordance with the K-sure Policy and/or the Lenders are required by any term of the K-sure Policy to suspend the making of the Loan and (iii) an occurrence, event or circumstance exists which prohibits any of the K-sure Lenders from participating in the Loan pursuant to the terms of the K-sure Policy. The K-sure Agent shall promptly notify the Borrower of any such declaration.

4.6 Waiver of conditions precedent and conditions subsequent

The conditions in this clause 4 are inserted solely for the benefit of the Finance Parties and may be waived on their behalf in whole or in part and with (provided agreed by the Borrower) or without conditions by the Facility Agent acting on the instructions of the Lenders.

SECTION 3 - UTILISATION

5 Utilisation of Term Facility

5.1 Delivery of a Utilisation Request for a Term Facility

The Borrower may utilise a Term Facility by delivery to the Facility Agent of a duly completed Utilisation Request not later than 11:00 a.m. five (5) Business Days before the proposed Utilisation Date for a Loan or such shorter period as the Facility Agent (in consultation with the relevant Lenders) may agree.

5.2 Completion of a Utilisation Request for a Term Facility

(a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i) it identifies the Facility to be utilised and, in the case of the Commercial Facility, the Tranche to be utilised;

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(ii) the proposed Utilisation Date is a Business Day falling not later than the Last Availability Date applicable to that Facility and/or, if applicable, Tranche;

(iii) the currency and amount of the Utilisation comply with clause 5.3 (Currency and amount);

(iv) the proposed first Interest Period complies with clause 11 (Interest Periods); and

(v) it identifies (i) the purpose for the Utilisation and that purpose complies with clause 3 (Purpose) and (ii) the account into which the Utilisation is to be paid;

(vi) it includes a statement from the Borrower confirming:

(A) there is no forecast shortfall in funding in excess of $5,000,000 to achieve Delivery by the Last Availability Date and Final Acceptance by the earlier of (i) the Cancellation Date and (ii) 18 March 2015;

(B) there is no forecast delay in achieving Delivery and/or Final Acceptance on or prior to such dates, respectively; and

(C) the extent of any such forecast Cost Overrun.

(b) No Utilisation Request shall request Utilisation of more than one Facility.

(c) The frequency of Utilisation Requests shall be limited across all Facilities to two (2) Business Days in any one (1) month.

5.3 Currency and amount

The currency specified in a Utilisation Request must be dollars and the aggregate amount of the proposed Utilisations on any day must be a minimum of $2,500,000 (or if less, the applicable Available Facilities).

5.4 K-sure Lenders’ participation

(a) If the conditions set out in this Agreement have been met, each K-sure Lender shall make its participation in each K-sure Loan available by the Utilisation Date through its Facility Office.

(b) The amount of each K-sure Lender’s participation in a K-sure Loan will be equal to the proportion borne by its K-sure Facility Commitment to the Total Commitments for the K-sure Facility immediately prior to making a K-sure Loan.

(c) The Facility Agent shall promptly notify each K-sure Lender and the K-sure Agent of the amount of a K-sure Loan and the amount of its participation in a K-sure Loan.

(d) The Facility Agent shall pay all amounts received by it in respect of each K-sure Loan (and its own participation in it, if any) to the Borrower or for its account in accordance with the instructions contained in the Utilisation Request.

5.5 Commercial Lenders’ participation

(a) If the conditions set out in this Agreement have been met, each Commercial Lender shall make its participation in each Commercial Loan available by the Utilisation Date through its Facility Office.

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(b) The amount of each Commercial Lender’s participation in a Commercial Loan will be equal to the proportion borne by its Commercial Facility Commitment to the Total Commitments for the Commercial Facility immediately prior to making a Commercial Loan.

(c) The Facility Agent shall promptly notify each Commercial Lender of the amount of a Commercial Loan and the amount of its participation in a Commercial Loan.

(d) The Facility Agent shall pay all amounts received by it in respect of each Commercial Loan (and its own participation in it, if any) to the Borrower or for its account in accordance with the instructions contained in the Utilisation Request.

5.6 Loans

(a) The aggregate of all FSRU Tranche Loans shall not exceed the FSRU Tranche Limit.

(b) The aggregate of all FSRU Tranche Loans and the Mooring Tranche Loan shall not exceed the Commercial Facility Limit.

(c) The aggregate of all K-sure Loans shall not exceed the K-sure Facility Limit.

(d) In relation to each Loan (other than any LC Loan), the amount of such Loan shall not, when aggregated with all Loans (other than any LC Loan) drawn down or to be drawdown as at the date of such Utilisation Request, exceed seventy five per cent (75%) of the aggregate Project Costs paid or incurred as at the Utilisation Date relating to that Loan.

5.7 Sponsor Funding

(a) The Borrower shall be entitled to apply the proceeds of the first Utilisation of the FSRU Tranche of the Commercial Facility to reimburse the Sponsor, the Singapore Shareholder and/or any of their Affiliates up to an amount of the Excess Sponsor Funding and such amount of the first Utilisation of the FSRU Tranche of the Commercial Facility may be transferred into the Distribution Account for such purpose.

(b) If the ratio of Loans (other than LC Loans) outstanding under the Facilities to Sponsor Funding (less any amounts repaid under the Facilities) is equal to or less than 3:1, then the Borrower will not be required to procure additional Sponsor Funding as a condition precedent to a Utilisation.

(c) If, on the later of, (i) the Last Availability Date for the L/C Facility and (ii) the date on which the Available Commitments for all the Facilities are zero, any LC Loan remains outstanding, then the Borrower must ensure that within ten (10) Business Days of such date the ratio of Sponsor Funding to Loans outstanding on that date under the Facilities must be 1:3 by if necessary to achieve such ratios, procuring additional Sponsor Funding to either part-prepay one or more Facilities (where there is no forecast or actual increase in Project Costs) or to finance additional Project Costs (to the extent that there is a forecast or actual increase in Project Costs to achieve Final Acceptance) to ensure the Borrower complies with this clause 5.7(c).

(d) if, during the period commencing one (1) month after the Final Acceptance Date up to and including the Last Availability Date for the FSRU Tranche, the ratio of Sponsor Funding to Loans outstanding is more than 1:3, the Borrower shall be entitled to apply the proceeds of a Utilisation of the FSRU Tranche to reimburse the Sponsor, Singapore Shareholders and/or any of their Affiliates up to an amount that ensures the ratio of the Sponsor Funding to the outstanding Loans is not less than 1:3 and such Utilisation may be transferred into the Distribution Account for such purpose.

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6 Utilisation of LC Facility

6.1 Delivery of a Utilisation Request for Letter of Credit

The Borrower may request a Letter of Credit to be issued on its behalf, by delivery to the Facility Agent of a duly completed Utilisation Request and any additional document that the Issuing Bank may request the Borrower to complete as per its normal banking practice not later than 11:00am, five (5) Business Days prior to the proposed Utilisation Date.

6.2 Completion of a Utilisation Request for Letter of Credit

Each Utilisation Request for a Letter of Credit is irrevocable and will not be regarded as having been duly completed unless:

(a) it specifies that it is for the Letter of Credit;

(b) it identifies that it is on the Borrower’s behalf;

(c) the proposed Utilisation Date is a Business Day falling not later than the Last Availability Date applicable to the LC Facility;

(d) the currency specified is dollars and the amount of the proposed Letter of Credit is an amount not exceeding the Available Facility applicable to the LC Facility;

(e) the delivery instructions for the Letter of Credit are specified; and

(f) the beneficiary of the Letter of Credit is the LC Beneficiary.

6.3 Availability

Any amount of the Total Commitments in respect of the LC Facility not utilised by the Last Availability Date applicable to the LC Facility shall automatically be cancelled at close of business in Singapore on such date. Not more than one (1) Letter of Credit may be outstanding at any one time.

6.4 Lenders’ participation - Letter of Credit

Upon receipt of a Utilisation Request for a Letter of Credit, the Facility Agent shall notify each Lender of the details of the requested Letter of Credit and the amount of each Lender’s participation in the Letter of Credit.

6.5 Issue of Letter of Credit

(a) Upon receipt of a Utilisation Request for a Letter of Credit complying with the terms of this Agreement, the Facility Agent shall promptly send to each Lender and the Issuing Bank a copy of that Utilisation Request.

(b) It shall be a condition to the issue of the Letter of Credit requested in a Utilisation Request that the form of that Letter of Credit, if different from the form set out in Schedule 12, shall have been approved by the Facility Agent and the Issuing Bank and that the LC Termination Date for that Letter of Credit shall not fall later than 18 March 2015.

(c) The Facility Agent and the Issuing Bank shall review the form of Letter of Credit requested by the Borrower (if different from the form set out in Schedule 12) and shall, as soon as practicable and, in any event, by no later than the date falling three (3) Business Days before the date on which the Letter of Credit is to be issued (as specified in the Utilisation Request), notify the Borrower whether it approves the Letter of Credit (if different from the form set out in Schedule 12 or not complying with the provisions of this clause 6).

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(d) Subject to the provisions of this clause 6 and the other terms and conditions of this Agreement, the Issuing Bank shall, on the date specified in the applicable Utilisation Request, issue the Letter of Credit so requested in that Utilisation Request (in an amount up to the Available Commitment in respect of the LC Facility, as specified in that Utilisation Request) by delivery thereof to the LC Beneficiary (and each of the LC Lenders, the Facility Agent and the Borrower hereby irrevocably and unconditionally authorises and instructs the Issuing Bank to do so). Promptly following the issue of the Letter of Credit, the Issuing Bank shall provide to the Facility Agent and the Borrower, and the Facility Agent shall provide to each of the LC Lenders, a copy of the executed version thereof. The Issuing Bank shall not agree to any amendment to a Letter of Credit without the prior written consent of the Borrower. The Issuing Bank shall promptly notify the Facility Agent of any such amendment. The Issuing Bank shall take such actions as are reasonably requested by the Borrower to ensure that on a novation of the Charter by the Charterer permitted under this Agreement any Letter of Credit is amended, re-issued or transferred, such that the Charterer following such novation is the beneficiary under that Letter of Credit. All pre-agreed costs incurred by the Issuing Bank in connection with such novation shall be borne by the Borrower.

6.6 Extension of the Letter of Credit

(a) If any Letter of Credit is issued for a period of 12 months or less, the Borrower may request that any such Letter of Credit be extended for successive periods of up to 12 months ending no later than 18 March 2015 by delivery to the Facility Agent of an Extension Request in substantially similar form to a Utilisation Request for the Letter of Credit.

(b) The Finance Parties shall treat any Extension Request in the same way as a Utilisation Request for the Letter of Credit.

(c) The terms of each extended Letter of Credit shall be the same as those of the relevant Letter of Credit immediately prior to its renewal, except that:

(i) its amount may be less than the amount of the Letter of Credit immediately prior to its extension;

(ii) its Term shall start on the date which was the LC Termination Date of the Letter of Credit immediately prior to its extension and shall end on the proposed LC Termination Date specified in the Extension Request; and

(iii) if the conditions set out in this Agreement have been met, the Issuing Bank shall amend and re-issue/extend the Letter of Credit pursuant to an Extension Request.

(d) The Issuing Bank shall promptly notify the Facility Agent of any re-issuance or extension to the Letter of Credit.

6.7 Reduction of LC Amount

(a) The LC Amount shall automatically be reduced by the amount of each demand thereunder paid and shall not otherwise be treated as reduced for the purposes of this Agreement unless and until:

(i) the Facility Agent has received, on behalf of the Lenders, a written confirmation from the LC Beneficiary of the amount of such reduction;

(ii) each Issuing Bank and the LC Lender has notified the Facility Agent in writing that, notwithstanding the absence of a written confirmation from the LC Beneficiary, it is satisfied that its liability under the Letter of Credit and LC Facility, respectively, has been irrevocably reduced or discharged;

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(iii) the amount of the Letter of Credit irrevocably and unconditionally reduces in accordance with its terms except to the extent a replacement Letter of Credit has been issued; or

(iv) the LC Termination Date elapses and no claim or demand has been made under the Letter of Credit which is unpaid, except to the extent a replacement letter of credit has been issued.

(b) Upon any such reduction of the LC Amount, the Total Commitments in respect of the LC Facility shall be reduced rateably.

SECTION 4 - LETTER OF CREDIT

7 Letter of Credit

7.1 Claims under the Letter of Credit

(a) The Issuing Bank is hereby irrevocably and unconditionally authorised by the Borrower, the Facility Agent and each of the LC Lenders to make all and any payments demanded of them under the Letter of Credit which appear on their face to be in order without further authority or notice from the Borrower, the Facility Agent and the LC Lenders (or any of them) and shall accept any such demand as conclusive evidence (in the absence of manifest error) that the person whose obligations and/or liabilities are guaranteed pursuant to or are otherwise the subject of the Letter of Credit was liable to pay the amount in respect of which the relevant request or demand is made.

(b) The Issuing Bank shall need not before the making of any payment under, or purportedly under, the Letter of Credit make any investigation or enquiry or otherwise concern itself as to the propriety of the relevant request or demand made or purported to be made under or in the manner required by the terms of the Letter of Credit nor as to whether any event has occurred which would, according to the terms hereof, or of that Letter of Credit or of any other document relating to this Agreement or otherwise, discharge the Issuing Bank from its obligations in respect of the Letter of Credit.

(c) The obligations of the Borrower under this clause will not be affected by:

(i) the sufficiency, accuracy or genuineness of any claim or any other document; or

(ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document.

7.2 Guarantee Payments

(a) Upon receipt of a LC Demand, the Issuing Bank shall promptly notify the Facility Agent and the Facility Agent shall promptly notify each of the Lenders and the Borrower of:

(i) that LC Demand;

(ii) the amount (Due Amount) demanded thereunder in accordance with its provisions; and

(iii) the date (Due Date) on which the Due Amount is due to be paid by the Issuing Bank in accordance with its provisions.

(b) On the Due Date, the Issuing Bank shall (subject to paragraph (c) below) pay the Due Amount to the LC Beneficiary (or as it may direct in the LC Demand) and, without prejudice to the generality of clause 7.1, each of the Lenders, the Facility Agent and the Borrower hereby irrevocably and unconditionally authorises and instructs the Issuing Bank to do so.

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(c) Each of the LC Lenders shall pay to the Issuing Bank for value at least two (2) Business Days prior to the Due Date its proportion (calculated in accordance with clause 2.1(d)) of the Due Amount in the LC Cash Collateral Account in accordance with clause 40 (Payment mechanics). For the avoidance of doubt, the obligations of the LC Lenders under this clause 7.2 shall apply regardless of whether a Default has occurred and is continuing at such time.

(d) Each of the parties to this Agreement agrees that any Due Amount paid by the Issuing Bank shall, as from the Due Date of the relevant Due Amount, constitute an LC Loan (except to the extent such Due Amount was paid from the LC Cash Collateral Account or other cash collateral provided by the Borrower in accordance with this Agreement), as if each of the LC Lenders had advanced its proportion (calculated in accordance with clause 2.1(d)) of the Due Amount to the Borrower on the Due Date of the relevant Due Amount. For the avoidance of doubt, the provisions of clause 4 (Conditions of Utilisation) shall not apply to such LC Loan.

(e) The obligations of each LC Lender under this clause 7.2 are continuing obligations and will extend to the ultimate balance of sums payable by that LC Lender in respect of the Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.

(f) The obligations of any LC Lender under this clause 7.2 will not be affected by any act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this clause (without limitation and whether or not known to it or any other person) including:

(i) any time, waiver or consent granted to, or composition with, any Obligor, any LC Beneficiary or other person;

(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement;

(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any LC Beneficiary or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any LC Beneficiary or any other person;

(v) any amendment (however fundamental) or replacement of a Finance Document, or any other document or security;

(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, the Letter of Credit or any other document or security; or

(vii) any insolvency or similar proceedings.

7.3 Role of Issuing Bank

(a) Nothing in this Agreement constitutes the Issuing Bank as a trustee or fiduciary of any other person.

(b) The Issuing Bank shall not be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

(c) The Issuing Bank may accept deposits from, fend money to and generally engage in any kind of banking or other business with any member of the Group.

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(d) The Issuing Bank may rely on:

(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(e) The Issuing Bank may engage, pay for and rely on the advice or services of any lawyers, reasonably required, in respect of any demand under a Letter of Credit.

(f) The Issuing Bank may act in relation to the Finance Documents through its personnel and agents and may engage a corresponding bank to issue the Letter of Credit.

(g) The Issuing Bank is not responsible for:

(i) the adequacy, accuracy and/or completeness of any information (whether oral or written) provided by the Facility Agent, a corresponding bank, any Party (including itself), or any other person under or in connection with any Finance Document, the transaction contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

(ii) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

7.4 Exclusion of liability

(a) Without limiting paragraph 7.4(b) below, the Issuing Bank will not be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b) No Party may take any proceedings against any officer, employee or agent of the Issuing Bank in respect of any claim it might have against the Issuing Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document.

7.5 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Issuing Bank that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document.

7.6 LC Lenders’ indemnity to the Issuing Bank

(a) Each LC Lender shall (in proportion to its share of the Total Commitments in respect of the LC Facility or, if such Total Commitments are then zero, to its share of the Total Commitments in respect of the LC Facility immediately prior to their reduction to zero) indemnify the Issuing Bank, within three (3) Business Days of demand, against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of its gross negligence or wilful misconduct) in acting as Issuing Bank under the Finance Documents.

(b) The Borrower shall immediately on demand reimburse any LC Lender for any payment that LC Lender makes to the Issuing Bank pursuant to clause 7.6(a).

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(c) Clause 7.6(b) above shall not apply to the extent that the indemnity payment in respect of which the LC Lender claims reimbursement relates to a liability of the Issuing Bank to an Obligor.

(d) The provisions of this clause 7.6 shall survive the termination or expiry of this Agreement.

7.7 Cash collateralisation

(a) If a Due Date occurs at any time the Letter of Credit is outstanding and clause 9.1 (Illegality) and/or clause 9.5 (Right of cancellation in relation to a Defaulting Lender) has become applicable or an amount of cash collateral has been paid pursuant to clause 9.3 (Right of cancellation and prepayment in relation to a single Lender), an amount equal to the Illegality Payment shall be withdrawn by or paid to the Issuing Bank from the LC Cash Collateral Account or other cash collateral provided by the Borrower in accordance with this Agreement and applied by the Issuing Bank in or towards funding the Due Amount payable on that Due Date.

(b) If a Due Date occurs at any time the Letter of Credit is outstanding after any of the events specified in clauses 9.4 (Total Loss) to 9.12 (Automatic cancellation) and/or 31.30 (Acceleration) has occurred, an amount equal to the lesser of (i) the Due Amount in respect of that Due Date and (ii) all amounts of cash cover paid to the LC Cash Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement at that Due Date (and not previously applied pursuant to this clause 7.7) shall be withdrawn by or paid to the Issuing Bank from the LC Cash Collateral Account or other cash collateral provided by the Borrower in accordance with this Agreement and applied by the Issuing Bank in or towards funding the Due Amount payable on that Due Date.

(c) On or promptly after the LC Termination Date and provided that no LC Demand is outstanding and no Event of Default has occurred and is continuing, all amounts of cash collateral paid into the LC Cash Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement and not otherwise applied in accordance with this Agreement shall be paid to the Borrower as it may direct.

(d) Following the occurrence of an Event of Default which is continuing, and provided that the LC Termination Date has occurred, all amounts of cash collateral paid into the LC Cash Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement and not otherwise applied in accordance with this Agreement shall be deemed to be Receivables and shall be transferred or be paid by the Issuing Bank at the request of the Facility Agent into the Offshore Revenue Account and applied in accordance with clause 28.18 (Application after Termination Date).

7.8 Defaulting Lender

(a) The Borrower and the Facility Agent shall promptly notify the Issuing Bank upon it becoming aware that a Lender is a Defaulting Lender.

(b) If any Lender becomes a Defaulting Lender due to any reason other than as a result of an Insolvency Event at any time when an LC Letter of Credit is outstanding and prior to the LC Termination Date, the Borrower shall upon request of the Issuing Bank, on or before the date falling twenty (20) Business Days after the date of such request provide cash cover by crediting to the LC Cash Collateral Account an amount equal to the proportion of the LC Amount that Defaulting Lender is liable for and such cash cover shall be held on the LC Cash Collateral Account unless it is released to the Borrower or transferred to the Offshore Revenue Account in accordance with clause 7.7 (Cash collateralisation) or applied in transfer to the Issuing Bank for the purpose of paying any Due Amount. Notwithstanding any provision of cash collateral pursuant to this clause (b) the Defaulting Lender shall remain obliged to fund its proportion of the Due Amount in accordance with clause 7.2(c) and such cash collateral shall only be withdrawn or applied by the Issuing Bank for the

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purpose of paying any Due Amount if the Defaulting Lender has failed to do so. To the extent that the Defaulting Lender has funded its proportion of such Due Amount the amount of such cash collateral not required to be applied in transfer to the Issuing Bank for the purpose of paying the Defaulting Lender’s proportion of any Due Amount shall be transferred to the Construction Account (if pre Final Acceptance) or the Offshore Revenue Account (if post Final Acceptance).

7.9 Replacement of Issuing Bank

(a) If, at any time, the credit rating for the long term indebtedness of an Issuing Bank falls below BB with Standard & Poor’s Rating Agency or Ba2 with Moody’s Investor Service, Inc, the Borrower may, by giving thirty (30) days’ notice to the Issuing Bank, replace the Issuing Bank by appointing another LC Lender as successor Issuing Bank.

SECTION 4 - REPAYMENT, PREPAYMENT AND CANCELLATION

8 Repayment

8.1 Repayment

The Borrower shall on each Repayment Date repay such part of the Loans as is required to be repaid by clause 8.2 (Scheduled repayment of Facilities).

8.2 Scheduled repayment of Facilities

Repayment of K-sure Loans

(a) The K-sure Loans shall be repaid by instalments on each K-sure Facility Repayment Date by the amounts specified in the K-sure Facility Repayment Schedule (as revised by clause 8.3).

(b) On the K-sure Final Maturity Date (without prejudice to any other provision of this Agreement), the K-sure Loans shall be repaid in full.

Repayment of the Commercial Loans

(c) The Mooring Loans shall be repaid by one (1) instalment on the Mooring Tranche Final Maturity Date.

(d) The FSRU Loans shall be repaid by instalments on each FSRU Tranche Repayment Date by the amounts specified in the FSRU Tranche Repayment Schedule (as revised by clause 8.3).

(e) On the FSRU Tranche Final Maturity Date (without prejudice to any other provision of this Agreement), the FSRU Loans shall be repaid in full.

Repayment of LC Loans

(f) Subject to any earlier prepayment in accordance with clause 28.8(a) (Payment Cascade), each LC Loan shall be repaid in full on the FSRU Tranche Final Maturity Date.

(g) The Facility Agent shall promptly notify all Lenders of any repayment of any LC Loans.

8.3 Adjustment of scheduled repayments

Subject to clause 9.13 (Restrictions), if:

(a) the Total Commitments in respect of a Facility or Tranche have been partially reduced under this Agreement; and/or

(b) any part of a Loan is prepaid before any Repayment Date,

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such reduction and/or prepayment shall be treated as reducing the repayment instalments for that Facility or Tranche (including in the case of the FSRU Tranche, the Balloon) in inverse order of maturity. As soon as practicable after effecting any such recalculation, the Facility Agent shall, if applicable, provide the Borrower with a revised schedule of Repayment Instalments and, if applicable, the Balloon and such revised schedule shall, unless incorrect, with effect from the date on which such revised schedule is produced (and signed by the Facility Agent and dated), be substituted for the relevant existing schedule set out in Schedule 11 (Repayment Schedules).

8.4 The Borrower shall not reborrow any part of any Facility which is repaid.

9 Illegality, prepayment and cancellation

9.1 Illegality

If it becomes unlawful at any time in any applicable jurisdiction for a Lender and/or the Issuing Bank to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Utilisation or part thereof then:

(a) the affected Lender or, as the case may be, the Issuing Bank shall promptly notify the Facility Agent upon becoming aware of that event; and

(b) that Lender or, as the case may be, the Issuing Bank shall be given the opportunity (at its option) to transfer its rights and obligations to an Affiliate or a New Lender (as defined in clause 33 (Changes to the Lenders) pursuant to and in accordance with clause 33 (Changes to the Lenders)). If that Lender or, as the case may be, the Issuing Bank has not been able to effectively transfer its rights and obligations in such manner, then:

(i) in the case of an affected Lender:

(A) if the Lender is a LC Lender and such unlawfulness occurs at any time when a Letter of Credit is outstanding and prior to the LC Termination Date, the Borrower shall, on or before the date falling twenty (20) Business Days after such date or, if earlier, the date specified by that Lender in the notice delivered to the Facility Agent (being no earlier than the fast day of any applicable grace period permitted by law), provide cash cover by crediting to the LC Cash Collateral Account an amount equal to the proportion of the LC Amount that Lender is liable for and such cash cover shall be held on the LC Cash Collateral Account unless it is released to the Borrower in accordance with clause 7.7 (Cash collateralisation) or applied in transfer to the Issuing Bank for the purpose of paying any Due Amount;

(B) upon the Facility Agent acting on the instruction of the affected Lender notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

(C) the Borrower shall repay that Lender’s participation in each Loan on the last day of the Interest Period for the relevant Loan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law); and

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(ii) in the case of an affected Issuing Bank:

(A) upon the Facility Agent, acting on the instruction of the affected Issuing Bank, notifying the Borrower, the Issuing Bank shall not be obliged to issue any Letter of Credit;

(B) the Borrower shall use its reasonable endeavours to procure the release of the Letter of Credit issued by that issuing Bank and outstanding at such time; and

(C) unless any other Lender is or has become an Issuing Bank pursuant to the terms of this Agreement, the LC Facility shall cease to be available for the issue of the Letter of Credit.

9.2 Voluntary prepayment and cancellation

(a) Subject to the proviso below, the Borrower may, if it gives the Facility Agent not less than ten (10) Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, prepay and/or cancel the whole or any part of the Term Facilities, the Loans under the Term Facilities or the Available Commitments for the Term Facilities (but if in part, being an amount that reduces the amount of the Term Facilities in aggregate by a minimum amount of five million dollars ($5,000,000) or in full, provided that, (unless it is a cancellation in respect of the Mooring Tranche after the date of the Mooring Declaration (as defined in the Charter)) or in respect of the K-sure Facility after the Borrower has been notified that any of the events in clause 9.10 (K-Sure Policy) apply) if there are any Loans or Letter of Credit outstanding and Final Acceptance has not occurred, before the Borrower may cancel any part of the Available Commitments of the Term Facilities, it is required to demonstrate to the satisfaction of the Majority Lenders (acting on the advice of the Technical Adviser) that, after such cancellation, it has sufficient funds available to cover all projected Project Costs to achieve Final Acceptance by the earlier of (i) the Cancellation Date and (ii) 18 March 2015.

(b) The Borrower may at any time, if it gives the Facility Agent not less than ten (10) Business Days prior written notice (except for any prepayment pursuant to clause 28.8(a)(viii) for which no prior notice shall be required), prepay and/or cancel the LC Loans or the Available Commitments for the LC Facility or the LC Facility in full provided that:

(i) in the case of a cancellation of the LC Facility in full, no Letter of Credit is outstanding; and

(ii) in the case of any cancellation, if the Borrower is then (or may at any later time be in accordance with the terms of the Charter) required to provide a letter of credit under the Charter and the Issuing Bank meets the requirements under the Charter for the issue of the relevant letter of credit under the Charter, the Borrower providing evidence satisfactory to the Facility Agent that a replacement letter of credit has been, or will be, issued in accordance with clause 27.1 of the Charter or the Borrower has provided equivalent security (including but not limited to cash collateral) to the Charterer in place of such letter of credit. In such event, the Borrower shall not be required to prepay and/or cancel any other Facility under this Agreement.

9.3 Right of cancellation and prepayment in relation to a single Lender

(a) If:

(i) any sum payable to any Lender by an Obligor is required to be increased under clause 14.2 (Tax gross-up) other than in respect of any withholding Tax payable in respect of payments under any Finance Document to Lenders in Korea or Singapore; or

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(ii) any Lender is a FATCA Protected Party and at any time any Party is or will be required to make a FATCA Deduction from a payment to that Lender (or to an Agent or Security Agent for the account of that Lender); or

(iii) any Lender claims indemnification from the Borrower under clause 14.3 (Tax indemnity) or clause 15.1 (Increased Costs); or

the Borrower may, whilst (in the case of (i), (ii) and (iii) above) the circumstance giving rise to the requirement or indemnification or FATCA Deduction continues, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loan.

(b) On receipt of a notice referred to in clause 9.3(a) above, the Commitment of that Lender shall immediately be reduced to zero.

(c) On the last day of each Interest Period which ends after the Borrower has given notice under clause 9.3(a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall prepay that Lender’s participation in each Loan and, if the Lender is an LC Lender and a Letter of Credit is outstanding, the Borrower shall immediately provide cash cover in an amount equal to that Lender’s LC Contribution, by paying such amount into the LC Cash Collateral Account.

(d) The Borrower may, in the circumstances set out in paragraph (a) above (when sub paragraph (ii) of that paragraph applies), on 10 Business Days’ prior notice to the Facility Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to clause 33 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank selected by the Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with clause 33 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.

(e) The replacement of a Lender pursuant to paragraph 9.3(d) above shall be subject to the following conditions:

(i) the Borrower shall have no right to replace the Facility Agent;

(ii) neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender;

(iii) in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and

(iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

(f) A Lender shall perform the checks described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Facility Agent and the Borrower when it is satisfied that it has complied with those checks.

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9.4 Total Loss

On the Total Loss Repayment Date in relation to the Vessel:

(a) the Total Commitments of all Facilities will be reduced to zero;

(b) the Borrower shall:

(i) prepay the Loans and any Hedging Debt then due (in accordance with the terms of the Hedging Contracts) in full; and

(ii) if a Letter of Credit is outstanding, immediately provide cash cover by crediting to the LC Cash Collateral Account such amount that ensures the balance on the LC Cash Collateral Account is equal to the LC Amount.

9.5 Right of cancellation in relation to a Defaulting Lender

(a) If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender, give the Facility Agent fifteen (15) Business Days’ notice of cancellation of each Available Commitment of that Lender.

(b) On the notice referred to in clause 9.5(a) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero.

(c) The Facility Agent shall as soon as practicable after receipt of a notice referred to in clause 9.5(a) above, notify all the Lenders and K-sure.

9.6 Change of Control

If a Change of Control occurs the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower with effect from the date falling fifteen (15) Business Days after the giving of such notice (or such later date as may be approved in advance by the Majority Lenders) cancel the Total Commitments of all Facilities. The Borrower shall on the date such cancellation takes effect:

(a) prepay the Loans in full; and

(b) if a Letter of Credit is outstanding, immediately provide cash cover by crediting to the LC Cash Collateral Account such amount that ensures the balance on the LC Cash Collateral Account is equal to the LC Amount,

whereupon the Total Commitments of all Facilities shall be reduced to zero, and pay any Hedging Debt then due in full in accordance with the terms of the Hedging Contract.

9.7 Sale of Vessel

(a) If at any time the Lampung FSRU is sold by or on behalf of the Borrower (including to the Charterer following exercise of the Charterer’s Purchase Option), the Borrower shall forthwith upon the date on which any Sales Proceeds are received by it (or by the Security Agent on its behalf in which case it shall apply them to):

(i) prepay the Loans in full; and

(ii) if a Letter of Credit is outstanding, immediately provide cash cover by crediting to the LC Cash Collateral Account such amount that ensures the balance on the LC Cash Collateral Account is equal to the LC Amount,

whereupon the Total Commitments of all Facilities shall be reduced to zero, and pay any Hedging Debt then due in full in accordance with the terms of the Hedging Contracts. If the Sales Proceeds received are sufficient to pay, repay, satisfy and discharge the Secured Obligations in full and the other obligations to be paid in priority pursuant to the Intercreditor Deed, the Facility Agent shall as soon as reasonably practicable pay any Sales Proceeds remaining after such payment, repayment, satisfaction and discharge to the Borrower or to

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its order. The Finance Parties shall take such action as is reasonably requested by the Borrower in respect of any sale of the Vessel to release the Vessel from the relevant Security Interests created by the Security Documents upon discharge of the Secured Obligations in full. For the avoidance of doubt, the Finance Parties shall not be required to release such Security Interests unless the Lenders are satisfied that the Secured Obligations have been, or will be immediately upon the release of such Security Interests, paid in full.

9.8 Charter and Charter Guarantee

If:

(a) the Charter or the Charter Guarantee is for any reason (other than for an Event of Owner’s Default as defined in the Charter) and by any method terminated, repudiated or rescinded; or

(b) the Charter ceases to be in full force and effect (other than through expiry by lapse of time or fulfilment of all obligations thereunder);

(c) the Charter Guarantee ceases to be in full force and effect (other than through expiry by lapse of time or fulfilment of all obligations thereunder) unless the PGN L/C remains in full force and effect and such Charter Guarantee is replaced with a valid, binding and enforceable replacement Charter Guarantee within twenty (20) Business Days of it ceasing to be in full force and effect; or

(d) a payment of the Termination Fee is made or is payable,

the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower with effect from the date falling five (5) Business Days after the giving of such notice (or thirty (30) Business Days of the occurrence of any event described in paragraphs (a) to (d) above if such event results in, or will following the issue of a termination notice result in, a Termination Fee being payable in accordance with the Charter and such Termination Fee is, or will be, sufficient to repay all Secured Obligations in full, or such later date as may be approved in advance by the Majority Lenders) cancel the Total Commitments of all Facilities. The Borrower shall on the date such cancellation takes effect (or if earlier the date the Termination Fee is paid):

(i) prepay the Loans in full; and

(ii) if a Letter of Credit is outstanding, immediately provide cash cover by crediting to the LC Cash Collateral Account such amount that ensures the balance on the LC Cash Collateral Account is equal to the LC Amount,

whereupon the Total Commitments of all Facilities shall be reduced to zero, and pay any Hedging Debt then due in full in accordance with the terms of the Hedging Contracts and the Finance Parties agree that following a notice under this clause the Borrower may take such actions as are necessary to terminate the Charter and shall promptly provide their confirmation of any consent or approval of such termination required pursuant to any Finance Document and reasonably requested by the Borrower.

9.9 PGN L/C

(a) The Borrower shall promptly notify the Facility Agent if a Company Event of Default occurs under clause 27.2(b) of the Charter. If such Company Event of Default is not remedied to the satisfaction of the Lenders within thirty (30) Business Days of such event occurring and the Borrower has not drawn down under the PGN L/C and has not received and is not holding cash collateral in an amount equal to the face value of the PGN L/C that should have been in place, the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower with effect from the date falling thirty (30) Business Days after the

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giving of such notice (or such later date as may be approved in advance by the Majority Lenders) cancel the Total Commitments of all Facilities. The Borrower shall on the date such cancellation takes effect (or if earlier the date the Termination Fee is paid):

(i) prepay the Loans in full; and

(ii) if a Letter of Credit is outstanding, immediately provide cash cover by crediting to the LC Cash Collateral Account such amount that ensures the balance on the LC Cash Collateral Account is equal to the LC Amount,

whereupon the Total Commitments of all Facilities shall be reduced to zero, and pay any Hedging Debt the due in full in accordance with the terms of the Hedging Contracts and the Finance Parties agree that following a notice under this clause the Borrower may take such actions as are necessary to terminate the Charter and shall promptly provide their confirmation of any consent or approval of such termination required pursuant to any Finance Document and reasonably requested by the Borrower.

9.10 K-sure Policy

(a) If on the Original FSRU Tranche Facility Final Maturity Date, there has been no Approved Refinancing pursuant to and in accordance with clause 22.15 (Balloon Refinancing), the Facility Agent shall if so directed by the K-Sure Agent (acting on behalf of the K-sure Lenders or upon instruction from K-sure), by notice to the Borrower with effect from the date falling fifteen (15) Business Days after the giving of such notice (or such later date as may be approved in advance by the Majority Lenders) cancel the Total Commitments of the K-sure Facility. The Borrower shall on the date such cancellation takes effect prepay the K-sure Loans in full whereupon the Total Commitments of the K-sure Facility shall be reduced to zero, and pay any Hedging Debt then due in full in accordance with the terms of the Hedging Contracts.

(b) If, at any time:

(i) the K-sure Policy ceases to remain in full force and effect or ceases to be legal, valid, binding and (subject to general principles of law limiting enforceability) enforceable; or

(ii) the K-sure Policy is repudiated, revoked, rescinded or suspended by K-sure,

then, subject to paragraph (c) below, the Facility Agent shall, by notice to the Borrower with effect from the date falling five (5) Business Days (or thirty (30) Business Days if for a reason not due to an action or inaction of an Obligor) after the giving of such notice (or such later date as may be approved in advance by the Majority Lenders) cancel the Total Commitments. The Borrower shall on the date such cancellation takes effect:

(A) prepay the Loans in full; and

(B) if a Letter of Credit is outstanding, immediately provide cash cover by crediting to the LC Cash Collateral Account an amount that ensures the balance on the LC Cash Collateral Account is equal to the LC Amount,

whereupon the Total Commitments of all Facilities shall be reduced to zero, and pay any Hedging Debt then due in full in accordance with the terms of the Hedging Contracts.

(c) Provided that if any event specified in paragraph (b)(i) or (ii) above occurs:

(i) prior to Final Acceptance and the Lenders are satisfied that there would be no forecast shortfall in funding following a cancellation of the Total Commitments in respect of the K-sure Facility; or

(ii) after Final Acceptance,

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then in each case the Facility Agent shall, by notice to the Borrower with effect from the date falling five (5) Business Days (or thirty (30) Business Days if for a reason not due to an action or inaction of an Obligor) after the giving of such notice (or such later date as may be approved in advance by the Majority Lenders), subject to the proviso below, cancel the Total Commitments in respect of the K-sure Facility only. The Borrower shall on the date such cancellation takes effect prepay the K-sure Loans in full whereupon the Total Commitments of all K-sure Facility shall be reduced to zero and pay any Hedging Debt then due in full in accordance with the terms of the Hedging Contracts.

9.11 Insurance

If:

(a) the credit rating of any insurer (unless such Insurances are reinsured and the Reinsurance Fiduciary Assignment has been duly executed, in which case the credit rating of any reinsurer) in respect of the Insurances or, if applicable, the Reinsurances falls below the Approved Credit Rating such that the requirements of clause 27.3(d) are not met and such insurer or and the insurances or, as applicable, Reinsurances are not replaced with a replacement insurer or reinsurer such that the requirements of clause 27.3(d) are met and otherwise in compliance with clause 27 (Insurance) within forty (45) days of the Facility Agent giving notice to the Borrower.

(b) any insurer being a provider of Insurances and/or Insurer is or becomes insolvent, unless (a) the Insurances and/or Reinsurances placed with such Insurer are re-placed with a replacement, solvent insurer within seven (7) days of the Facility Agent giving notice to the Borrower and, in the case of an Insurer, (b) the Reinsurance Fiduciary Assignment granted by such Insurer is within thirty (30) days of the Facility Agent giving notice to the Borrower replaced by a substitute Reinsurance Fiduciary Assignment issued by the replacement insurer on substantially the same terms.

(c) any Insurer fails to perform or observe any material covenant or obligation to be performed or observed by it under the Reinsurance Fiduciary Assignment (which the Facility Agent has notified the Borrower and Insurer of) unless either:

(i) the Facility Agent considers that the failure to perform or observe any such material covenant or obligation is capable of remedy and the failure is remedied within forty (45) days of the Facility Agent giving notice to the Borrower and the Insurer; or

(ii) within such forty (45) day period, the Insurances placed with such Insurer are replaced with a replacement insurer and the Reinsurance Fiduciary Assignment granted by such Insurer is replaced by a substitute Reinsurance Fiduciary Assignment issued by the replacement insurer on substantially the same terms.

(d) any representation made by an Insurer in any Reinsurance Fiduciary Assignment is or proves to have been incorrect or misleading in any material respect when made (which the Facility Agent has notified the Borrower and Insurer of) unless either:

(i) the incorrectness or misleading nature of the relevant representation and/or the underlying event or circumstance giving rise to it is capable of remedy and is remedied within forty (45) days of the Facility Agent giving notice to the Borrower and/or the Insurer; or

(ii) within such forty (45) day period, the Insurances placed with such Insurer are replaced with a replacement insurer and the Reinsurance Fiduciary Assignment granted by such Insurer is replaced by a substitute Reinsurance Fiduciary Assignment issued by the replacement insurer on substantially the same terms.

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(e) either:

(i) it is or becomes unlawful for an Insurer to perform any of its obligations under any Reinsurance Fiduciary Assignment entered into by it and/or any Security Interest created or expressed to be created or evidenced by any such Reinsurance Fiduciary Assignment ceases (subject to the Legal Reservations) to be effective; or

(ii) any obligation of an Insurer under any Reinsurance Fiduciary Assignment entered into by it is not (subject to the Legal Reservations) or ceases to be legal, valid, binding or enforceable,

unless, within forty (45) days of the Facility Agent giving notice to the Borrower and/or the Insurer of such event, the Insurances placed with such Insurer are re-placed with a replacement insurer (whereby such unlawfulness, non-effectiveness, illegality, invalidity, non-binding nature or unenforceability is thereby remedied) and the Reinsurance Fiduciary Assignment granted by such Insurer is replaced by a substitute Reinsurance Fiduciary Assignment issued by the replacement insurer on substantially the same terms,

then the Facility Agent may, by notice to the Borrower with effect from the date falling five (5) Business Days after the giving of such notice (or such later date as may be approved in advance by the Majority Lenders) cancel the Total Commitments. The Borrower shall on the date such cancellation takes effect:

(i) prepay the Loans in full; and

(ii) if a Letter of Credit is outstanding, immediately provide cash cover by crediting to the LC Cash Collateral Account such an amount that ensures the balance on the LC Cash Collateral Account is equal to the LC Amount,

whereupon the Total Commitments of all Facilities shall be reduced to zero, and pay any Hedging Debt then due in full in accordance with the terms of the Hedging Contracts.

9.12 Automatic cancellation

The Available Commitments of a Facility or Tranche which have not been utilised by the Last Availability Date applicable to such Facility or Tranche shall be automatically cancelled at 17:00 on such Last Availability Date.

9.13 Restrictions

(a) Any notice of cancellation or prepayment given by any Party under this clause 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, if prepayment is made otherwise than on an Interest Payment Date, subject to any Break Costs (and any swap break costs in relation to the Loans (or any part thereof) which are payable in accordance with the terms of the Hedging Contracts), without premium or penalty.

(c) The Borrower may not reborrow any part of either Facility which is prepaid.

(d) The Borrower shall not repay or prepay all or any part of either Facility or reduce all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e) No amount of the Total Commitments of any Facility reduced under this Agreement may be subsequently reinstated.

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(f) If the Facility Agent receives a notice under this clause 9 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate and provide a copy of such notice to K-sure.

(g) If the Total Commitments of any Facility or Tranche are partially reduced under this Agreement (other than under clause 9.1 (Illegality) and clause 9.3 (Right of cancellation and prepayment in relation to a single Lender) and clause 9.5 (Right of cancellation in relation to a Defaulting Lender)), the Commitments of the Lenders in respect of that Facility or Tranche shall be reduced rateably.

(h) Any prepayment under this Agreement (other than under clause 9.1 (Illegality), clause 9.2 (Voluntary prepayment and cancellation), clause 9.3 (Right of cancellation and prepayment in relation to a single Lender) and clause 9.5 (Right of cancellation in relation to a Defaulting Lender), clause 9.10(a) and clause 9.10(c)) shall be applied pro rata against each Facility and pro rata among the Lenders in proportion to their participation in the Loans and the Letter of Credit.

(i) Subject to paragraph (j) below, any prepayment and/or cancellation under clause 9.2(a) (Voluntary prepayment and cancellation) shall be applied pro rata against the Term Facilities in reducing the Term Facilities Loans and pro rata among the Lenders in proportion to their participation in such Loans.

(j) Any prepayment and/or cancellation stated by the Borrower to be in respect of the Mooring Tranche shall be applied against Loans under the Mooring Tranche and pro rata among the Lenders in proportion to their participation in such Loans.

(k) Any prepayment under this Agreement shall be made together with payment to a Hedging Banks (pro rata) of any amount falling due to the Hedging Banks under the Hedging Contracts on the date of that prepayment as a result of the termination or close out of the Hedging Contracts or any Hedging Transactions under them in accordance with clause 30.6 (Unwinding of Hedging Contracts) in relation to that prepayment.

(l) Any prepayment under this Agreement shall be applied against the outstanding repayment instalments of the Loans under the relevant Facility in inverse order of maturity.

SECTION 5 - COSTS OF UTILISATION

10 Interest

10.1 Calculation of interest

The rate of interest on each Loan, for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin;

(b) LIBOR; and

(c) Mandatory Cost, if any.

10.2 Payment of interest

The Borrower shall pay accrued interest on that Loan on the last day of each Interest Period relating to such Loan (an Interest Payment Date) and, if the relevant Interest Period is longer than three (3) months, on the dates falling at three monthly intervals after the first day of the relevant Interest Period.

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10.3 Default interest

(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to clause (b) below, is two per cent (2%) higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted a Loan for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably). Any interest accruing in accordance with this clause 10.3 shall be immediately payable by the Obligor on demand by the Facility Agent.

(b) If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan or the relevant part of it:

(i) the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be two per cent (2%) higher than the rate which would have applied if the Unpaid Sum had not become due.

(c) Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

(d) For the avoidance of doubt, this clause 10.3 does not apply to any amount payable under a Hedging Contract in respect of any continuing Transaction as to which section 2(e) (Default Interest; Other Amounts) of the ISDA Master Agreement of that Hedging Contract shall apply or in respect of any other Finance Document which also provides for interest to be paid on overdue amounts (other than pursuant to this provision).

10.4 Notification of rates of interest

The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

11 Interest Periods

11.1 Selection of Interest Periods

(a) The Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan has already been borrowed or in the case of a LC Loan deemed borrowed) in a Selection Notice.

(b) Each Selection Notice is irrevocable and must be delivered to the Facility Agent by the Borrower not later than 11:00 a.m. four (4) Business Days before the last day of the then current Interest Period.

(c) If the Borrower fails to deliver a Selection Notice to the Facility Agent (in accordance with clause (b) or otherwise) the relevant Interest Period will, subject to clause 11.1(h) below, be three (3) months.

(d) Subject to this clause 11, the Borrower may select an interest Period of one or three months or such other period as the Borrower may agree with the Facility Agent from time to time.

(e) No Interest Period for a Loan shall extend beyond that Loan’s Final Maturity Date.

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(f) Each interest Period for a Loan shall commence on the actual Utilisation Date or (if already made) on the last day of its preceding Interest Period or, in the case of a LC Loan, on the Due Date relating to that LC Loan.

(g) If a Loan is already outstanding under a Facility, then the first Interest Period for each subsequent Loan under that Facility must end on the last day of the current Interest Period for such outstanding Loan (the Current Interest Period) and on the last day of the Current Interest Period, the new Loan will be consolidated with all other borrowings outstanding in respect of that Facility so that together they form the Loan on the last day of the Interest Period. The next following Interest Period will then be applicable to the Loan in accordance with the terms of clause 11.3 (Consolidation of Loans) as a whole.

(h) No Interest Period for any Loan under a Facility shall overrun a Repayment Date relating to such Facility.

11.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

11.3 Consolidation of Loans

If two (2) or more Interest Periods:

(a) relate to Loans under the same Facility; and

(b) end on the same date,

the amounts to which those Interest Periods relate shall be consolidated into, and treated as, a single Loan under that Facility on the last day of the Interest Period.

12 Changes to the calculation of interest

12.1 Absence of quotations

Subject to clause 12.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11:00 am. on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

12.2 Market disruption

(a) If a Market Disruption Event occurs in relation to a Loan prior to the commencement of any Interest Period, then the rate of interest on each Lender’s share in that Loan for the Interest Period shall be the rate per annum which is the sum of:

(i) the applicable Margin; and

(ii) the rate notified to the Facility Agent by that Lender (in a Market Disruption Notification, at the time set out in clause 12.2(b)(ii)) to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and

(iii) the Mandatory Cost, if any, applicable to that Lender’s participation in that Loan.

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(b) In this Agreement:

Market Disruption Event means that:

(i) at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine LIBOR for the relevant Interest Period; or

(ii) before 17:00 (Singapore time) one Business Day after the Quotation Day for the relevant Interest Period, the Facility Agent receives notifications from any Lender or Lenders (the Affected Lenders) (whose participations in the Loans are equal to or exceed 60% of the Loans) (pursuant to a Market Disruption Notification) that the cost to it of obtaining matching deposits in the Interbank Market would be in excess of LIBOR (and that the Facility Agent shall inform the other Lenders in accordance with paragraph 3 of the Market Disruption Notification as set out in Schedule 9 (Form of Market Disruption Notification)).

Market Disruption Notification means a notification from a Lender substantially in the form set out in Schedule 9 (Form of Market Disruption Notification) or otherwise approved.

12.3 Alternative basis of interest or funding

(a) If a Market Disruption Event occurs and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days (in the case of Interest Periods of three (3) months’ or more duration) or, in the case of Interest Periods of less than three (3) months’ duration, a period ending not less than seven (7) days prior to the end of the current Interest Period, with a view to agreeing a substitute basis for determining the rate of interest for the relevant Affected Lenders.

(b) Any alternative basis agreed pursuant to (a) above shall, with the prior consent of the Affected Lenders, K-sure and the Borrower, be binding on all Parties.

12.4 Break Costs

(a) The Borrower shall, promptly on demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum or relevant part of it.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide to the Facility Agent a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

13 Fees

13.1 Commitment fee

(a) The Borrower shall pay to the Facility Agent (for the account of each Lender) a fee in dollars computed at the rate of forty per cent (40%) of the Margin (other than in the case of the LC Facility where it shall be the rate equal to forty per cent (40%) of the rate specified in clause 13.4) per annum calculated daily on the Available Facility of each Facility (or, in the case of the Commercial Facility, each Tranche) calculated from the date of this Agreement (the Start Date) to the date of payment of the accrued commitment commission pursuant to clause 13.1(b) below.

(b) The Borrower shall pay the accrued commitment fee on the last day of the period of three months commencing on the Start Date, on the last day of each successive period of three months, on the Last Availability Date of each Facility and, if a Lender’s Commitment is cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

(c) No commitment fee or commission is payable to the Facility Agent for any Lender in respect of its Available Commitment for any day when it is a Defaulting Lender.

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13.2 Agency fee

The Borrower shall pay to each Agent and Security Agent (each for its own account), whether or not any part of a Loan is ever drawn down, an agency fee in the amount and at the times agreed in a Fee Letter.

13.3 Arrangement fee

The Borrower shall pay to the Facility Agent (for the account of the Mandated Lead Arrangers), whether or not any part of a Loan its ever drawn down, a documentation fee in the amount and at the times agreed in a Fee Letter.

13.4 LC Commission

The Borrower shall pay to the Facility Agent (for the account of the LC Lenders), in relation to each Letter of Credit issued, a fee in dollars computed at the rate of one point five per cent (1.5%) per annum calculated daily on the LC Amount for the scheduled period of the Letter of Credit in respect of that Letter of Credit and payable on or prior to the date of issuance of that Letter of Credit.

13.5 Issuing Bank fee

The Borrower shall pay to the Issuing Bank (for its own account) a guarantee fee in the amount and at the times agreed in a Fee Letter.

13.6 Account Bank fee

The Borrower shall pay to each Account Banks (for its own account) a fee in the amount and at the times agreed in a Fee Letter to which that Account Bank is a party.

13.7 K-sure Premium

(a) The Borrower shall pay the K-sure Premium to the K-sure Agent (for the account of K-sure).

(b) The Borrower acknowledges that none of the Finance Parties nor the Builder are in any way involved in the final determination of the K-sure Premium or any additional K-sure Premium and that the Borrower will not raise against any of the Finance Parties any claim or defence of any kind whatsoever in relation to the calculation or payment of any K-sure Premium. Without prejudice to clause (c) below, the Borrower’s obligation to pay the K-sure Premium shall be an absolute and unconditional obligation and, without limitation, shall not be affected by any failure by the Borrower to drawdown funds under this agreement or the prepayment or acceleration of the whole or any part of the Loans.

(c) The parties acknowledge that the K-sure Premium is refundable in accordance with the terms of the K-sure Policy and K-sure internal policy and any such refund shall be payable to the K-sure Agent and shall be transferred or paid by the K-sure Agent into the Offshore Revenue Account. No K-sure Premium shall be refundable following service of a notice by the Facility Agent pursuant to and in accordance with clause 31.30 (Acceleration). The K-sure Agent shall use reasonable endeavours to obtain a refund at the request of the Borrower.

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SECTION 6 - ADDITIONAL PAYMENT OBLIGATIONS

14 Tax gross-up and indemnities

14.1 Definitions

(a) In this Agreement:

FATCA Payment means either:

(i) the increase in a payment made by an Obligor to a Finance Party under clause 14.10 (FATCA Deduction and gross-up by Obligor) or clause 14.11 (FATCA Deduction by Finance Party); or

(ii) a payment under clause 14.11 (FATCA Deduction by Finance Party);

Protected Party means a Finance Party or, in relation to clause 16.5 (Indemnity concerning security) and 16.11 (Interest) insofar as it relates to interest on any amount demanded by that Indemnified Person under clause 16 (Other indemnities), any Indemnified Person, which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

Tax Credit means a credit against, relief or remission for, or repayment of any Tax.

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document (other than a Hedging Contract or a FATCA Deduction).

Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under clause 14.2 (Tax gross-up) or a payment under clause 14.3 (Tax indemnity).

(b) Unless a contrary indication appears, in this clause 14 a reference to “determines” or determined means a determination made in the absolute discretion of the person making the determination, acting reasonably.

14.2 Tax gross-up

(a) Each Obligor shall make all payments to be made by it under any Finance Document without any Tax Deduction, unless a Tax Deduction is required by law.

(b) The Borrower shall, promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrower and that Obligor.

(c) Subject to clause 33.2 (Conditions of assignment or transfer), if a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor under the relevant Finance Document shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required to be made.

(d) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and, subject to the proviso in clause 33.2 (Conditions of assignment or transfer), any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(e) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

14.3 Tax indemnity

(a) The Borrower shall within three (3) Business Days of demand by the Facility Agent pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

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(b) Clause 14.3(a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party:

(A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii) to the extent a loss, liability or cost is compensated for by an increased payment under clause 14.2 (Tax gross-up), clause 14.10 (FATCA Deduction and gross-up by Obligor) or clause 14.11 (FATCA Deduction by a Finance Party) or would have been compensated by an increased payment under clause 14.2 (Tax gross-up) but was not compensated solely because one of the exclusions in paragraph (d) of clause 14.2 (Tax gross-up) applied or the application of clause 33.2 (Conditions of assignment or transfer); or

(iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party.

(c) A Protected Party making, or intending to make a claim under clause 14.3(a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrower.

(d) A Protected Party shall, on receiving a payment from an Obligor under this clause 14.3, notify the Facility Agent.

14.4 Tax credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable to that Tax Payment; and

(b) that a Finance Party has obtained, utilised and retained that Tax Credit,

the relevant Finance Party shall pay an amount to the relevant Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

14.5 Stamp taxes

The Borrower shall pay and, within on demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document except for any stamp taxes relating to the transfer by a Finance Party of any participation in a Finance Document.

14.6 Indirect Tax

(a) All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is

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chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document and the Finance Party is required to account for that Indirect Tax, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the indirect Tax.

(b) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all Indirect Tax incurred by that Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that it is not entitled to credit or repayment in respect of the Indirect Tax.

(c) A Finance Party making, or intending to make a claim under this clause 14.6 shall provide the Facility Agent with reasonable evidence of the Indirect Tax referred to in this clause 14.6 (if available), following which the Facility Agent shall pass on such evidence to the Borrower.

14.7 Conflict with Hedging Contracts

In respect of any of the indemnities entered into in favour of the Hedging Banks in this clause 14 (and in clauses 15 (Increased Costs) and 16 (Other indemnities)), and in respect of the mitigation obligations of the Hedging Banks set out in clause 17 (Mitigation by the Lenders) to the extent of any inconsistency between such provisions and the equivalent indemnity and mitigation provisions set out in the Hedging Contracts, the provisions of the Hedging Contracts shall prevail.

14.8 FATCA Information

(a) Subject to clause 14.8(c), each Party shall, within ten (10) Business Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party; and

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA.

(b) if a Party confirms to another Party pursuant to clause 14.8(a) that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c) Clause 14.8(a) shall not oblige any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

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(d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 14.8(a) (including, for the avoidance of doubt, where clause 14.8(c) applies), then:

(i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and

(ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%,

until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

14.9 FATCA Grandfathering

(a) Clauses 14.10, 14.11 and 14.12 shall only apply if (i) an amendment or waiver to this Agreement is made at the request, or with the consent, of a Facility Obligor that constitutes a “material modification” for the purposes of FATCA with the result that the grandfathering of the Facilities for the purposes of FATCA is no longer available or (ii) due to the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation (including FATCA and any inter-governmental agreements associated thereto) a FATCA Deduction is required to be made in circumstances where a FATCA Deduction would not have been required but for that change in law or regulation, and in each case a Facility Obligor is a FATCA FFI or US Tax Obligor (the “FATCA Application Event”). If the FATCA Application Event does not apply the provisions of paragraphs (b) and (c) below shall apply.

(b) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and, except as specifically provided for in this Agreement, no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(c) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate of the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition, shall notify the Borrower, the Facility Agent and the other Finance Parties.

14.10 FATCA Deduction and gross-up by Obligor

(a) If a Facility Obligor is required to make a FATCA Deduction, that Obligor shall make that FATCA Deduction and any payment required in connection with that FATCA Deduction within the time allowed and in the minimum amount required by FATCA.

(b) If the FATCA Application Event applies and a FATCA Deduction is required to be made by a Facility Obligor in respect of a payment to a FATCA Protected Party (or to an Agent or the Security Agent for the account of a FATCA Protected Party), the amount of the payment due from that Obligor to that FATCA Protected Party (or to an Agent or the Security Agent for the account of that FATCA Protected Party) shall be increased to an amount which (after making any FATCA Deduction) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required in respect of the payment to that FATCA Protected Party (or to an Agent or the Security Agent for the account of that FATCA Protected Party).

(c) The Borrower shall promptly upon becoming aware that a Facility Obligor must make a FATCA Deduction (or that there is any change in the rate or the basis of a FATCA Deduction) notify the Facility Agent accordingly. Similarly, a Finance Party shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Finance Party. If the Facility Agent receives such notification from a Finance Party it shall notify the Borrower.

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(d) Within thirty (30) days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Facility Obligor making that FATCA Deduction or payment shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the relevant governmental or taxation authority.]

14.11 FATCA Deduction by a Finance Party

(a) Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Facility Agent.

(b) If the FATCA Application Event applies and the Facility Agent is required to make a FATCA Deduction in respect of a payment to a FATCA Protected Party under clause 40.2 (Distributions by the Facility Agent) which relates to a payment by a Facility Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after the Facility Agent has made such FATCA Deduction), leaves the Facility Agent with an amount equal to the payment which would have been made by the Facility Agent if no FATCA Deduction had been required in respect of the payment to a FATCA Protected Party.

(c) The Facility Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a FATCA Protected Party under clause 40.2 (Distributions by the Facility Agent) which relates to a payment by a Facility Obligor (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Borrower, the relevant Obligor and the relevant Finance Party.

(d) If the FATCA Application Event applies and a Finance Party has made a FATCA Deduction in respect of a payment due to a FATCA Protected Party under a Finance Document, the Borrower shall (within three Business Days of demand by the Facility Agent) pay to that FATCA Protected Party an amount equal to the loss, liability or cost which that FATCA Protected Party determines will be or has been (directly or indirectly) suffered by that FATCA Protected Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under clause 14.11(b).

(e) A Finance Party making, or intending to make, a claim under clause 14.11(d) shall promptly notify the Facility Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrower.

14.12 Tax Credit and FATCA

If an Obligor makes a FATCA Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable to an increased payment of which that FATCA Payment forms part, to that FATCA Payment or to a FATCA Deduction in consequence of which that FATCA Payment was required; and

(b) that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the FATCA Payment not been required to be made by the Obligor.

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15 Increased Costs

15.1 Increased Costs

(a) Subject to clause 15.3 (Exceptions), the Borrower shall, promptly on demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates which:

(i) arises as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation in either case made after the date of this Agreement; and/or

(ii) is a Basel 3 Increased Cost.

The terms law and regulation in this clause 15.1(a) shall include, without limitation, any law or regulation concerning capital adequacy, prudential limits, liquidity, reserve assets or Tax.

(b) In this Agreement Increased Costs means:

(i) a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

15.2 Increased Cost claims

(a) A Finance Party intending to make a claim pursuant to clause 15.1 (Increased Costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.

(b) Each Finance Party shall, as soon as practicable after a demand by the Facility Agent provide a certificate confirming the amount of its Increased Costs to the Facility Agent.

15.3 Exceptions

(a) Clause 15.1 (Increased Costs) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by an Obligor;

(ii) compensated for by clause 14.3 (Tax indemnity) (or would have been compensated for under clause 14.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in clause 14.3(b) applied) or the application of clause 33.2 (Conditions of assignment or transfer);

(iii) attributable to a FATCA Deduction required to be made by a Party;

(iv) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation;

(v) compensated for by paragraph (d) of clause 14.11; or

(vi) compensated for by the payment of the Mandatory Cost.

(b) In this clause 15.3, a reference to a Tax Deduction has the same meaning given to the term in clause 14.1 (Definitions).

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16 Other indemnities

16.1 Currency indemnity

(a) If any sum due from an Obligor under the Finance Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of:

(i) making or filing a claim or proof against that Obligor; and/or

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall, as an independent obligation, promptly on demand by a Finance Party, indemnify each Finance Party to whom that Sum is due against any Losses arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

16.2 Other indemnities

The Borrower shall promptly on demand by a Finance Party or K-sure, indemnify each Finance Party and/or K-sure against all Losses incurred by that Finance Party or K-sure as a result of:

(a) the occurrence of any Event of Default;

(b) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, all Losses arising as a result of clause 39 (Sharing among the Finance Parties);

(c) funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

16.3 Indemnity to the Agents and the Security Agent

The Borrower shall promptly indemnify the Agents and the Security Agent against:

(a) all Losses incurred by the Agents and/or the Security Agent (each acting reasonably) as a result of:

(i) investigating any event which it reasonably believes is a Default;

(ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

(iii) taking, or failing to take, any action in connection with clause 2.11 (K-sure override) (provided that the relevant Agent or Security Agent (as relevant) acted in good faith in taking, or failing to take, such action).

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16.4 Indemnity to K-sure

The Borrower shall promptly indemnify K-sure in relation to any costs or expenses (including legal fees) reasonably suffered or incurred by K-sure in connection with any assignment or transfer to K-sure undertaken pursuant to clauses 31.32 to 31.36 (K-sure subrogation) (including legal fees) or in connection with any review by K-sure of or in relation to any Event of Default and/or amendment or supplement to any of the Finance Documents, dispute between the Borrower or any Obligor on the one hand and the Finance Parties on the other prior to the assignment referred to in clauses 31.32 to 31.36 (K-sure subrogation) and/or a request for a consent or approval from K-sure.

The provisions of clause 37.9 (Exclusion of Liability) and clause 37.10 (Lenders’ indemnity to the Facility Agent) shall be deemed repeated and shall apply with respect to K-sure in this Agreement as if (each reference to the Facility Agent were a reference to K-sure and (ii) with respect to clause 37.10 (Lenders’ indemnity to the Facility Agent), each reference to a Lender in such clause were a reference to a K-sure Lender.

16.5 Indemnity concerning security

(a) The Borrower shall promptly indemnify the Security Agent and any Receiver against all Losses incurred by it as a result of:

(i) any failure by the Borrower to comply with its obligations under clause 18 (Costs and expenses);

(ii) the taking, holding, protection or enforcement of the Security Documents;

(iii) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver by the Finance Documents or by law unless and to the extent that it was caused by its gross negligence or wilful misconduct;

(iv) any default by any Obligor in the performance of any of its obligations expressed to be assumed by it in the Finance Documents; or

(v) or which otherwise relates to any of the Charged Property or the performance of the terms of the Finance Documents (otherwise than as a result of its gross negligence or wilful misconduct).

(b) The Security Agent may, in priority to any payment to the other Finance Parties, indemnify itself out of the Trust Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this clause 16.5 and shall have a lien on the Security Documents and the proceeds of the enforcement of those Security Documents for all monies payable to it.

16.6 General operating indemnity

The Borrower hereby agrees at all times to pay promptly or, as the case may be, indemnify each Indemnified Person against all Losses incurred by it:

(a) as a result of the relevant Finance Party and/or K-sure exercising its rights under and in accordance with the Finance Documents to operate, possess or dispose of the Vessel or the Mooring or to perform the obligations of the Borrower under a Material Project Agreement and which arise directly or indirectly out of the refurbishment, conversion, manufacture, construction, installation, transportation, ownership, possession, performance, management, import to or export from any jurisdiction, control, use or operation,

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registration, navigation, certification, classification, management, manning, provisioning, the provision of bunkers and lubricating oils, testing, design, condition, acceptance, chartering, sub-leasing, insurance, maintenance, repair, service, modification, refurbishment, dry-docking, survey, overhaul, replacement, removal, repossession, return, redelivery of the Vessel (or any part thereof) or the Mooring (or any part thereof), whether or not such Losses may be attributable to any defect in the Vessel (or any part thereof) or the Mooring (or any part thereof) or to the design, construction or use thereof or from any maintenance, service, repair, overhaul, inspection or to any other reason whatsoever (whether similar to any of the foregoing or not), and regardless of when the same shall arise (whether prior to, during or after termination of this Agreement) and whether or not the Vessel or the Mooring (or any part thereof) is in the possession or control of the Borrower, any O&M Contractor or the Charterer or any other person; and/or

(b) which arise as a result of the relevant Finance Party and/or K-sure being party to a Finance Document or exercising its rights under and in accordance with the Finance Documents to operate, possess or dispose of the Vessel or the Mooring or perform the obligations of the Borrower under a Material Project Agreement as a consequence of any claim that any design, article or material in the Vessel (or any part thereof) or the Mooring (or any part thereof) or any part thereof or relating thereto or the operation or use thereof constitutes an infringement of patent, copyright, design or other proprietary right; and/or

(c) in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, requisition, impounding, forfeiture or detention of the Vessel (or any part thereof) or the Mooring (or any part thereof) or in securing or attempting to secure the release of the Vessel (or any part thereof) or the Mooring (or any part thereof) in each case in accordance with the Finance Documents.

16.7 Environmental indemnity

Without prejudice to the provisions of clause 16.6 (General operating indemnity), the Borrower shall indemnify the Indemnified Persons and each of them on demand and hold the Indemnified Persons and each of them harmless from and against all costs, expenses, payments, charges, Losses, demands, liabilities, actions, proceedings (whether civil or criminal), penalties, fines, damages, judgments, orders, sanctions or other outgoings of whatever nature which may be suffered, incurred or paid by, or made or asserted against the Indemnified Persons or any of them at any time, whether before or after the repayment in full of principal and interest under this Agreement, relating to, or arising directly or indirectly in any manner or for any cause or reason whatsoever out of an Environmental Claim in respect of any Obligor or the Vessel (whilst owned and operated by the Borrower or any other Obligor) or the Mooring (whilst owned and operated by the Borrower or any other Obligor) made or asserted against the Indemnified Persons or any of them if such Environmental Claim would not have been, or been capable of being, made or asserted against the Indemnified Persons if the Finance Parties and/or K-sure or the relevant Finance Party or K-sure had not entered into this Agreement or any of the Finance Documents (or in the case of K-sure issued the K-sure Policy) and/or exercised any of their rights, powers and discretions thereby conferred in accordance with their terms and/or performed any of their obligations thereunder in accordance with their terms.

16.8 The indemnities contained in clause 16.6 (General operating indemnity) and clause 16.7 (Environmental indemnity) shall not extend to any claim or liability of an Indemnified Person to the extent that such claim or liability:

(a) arises as a direct consequence of the gross negligence or wilful misconduct of that Indemnified Person or in the case of K-sure or a Finance Party and their related Indemnified Persons, K-sure or that Finance Party, as the case may be, or their related Indemnified Persons;

(b) is caused by any breach or failure on the part of that Indemnified Person or in the case of K-sure or a Finance Party and their related Indemnified Persons, K-sure or that Finance Party, as the case may be, or their related Indemnified Persons to comply with any of its

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obligations under any of the Finance Documents (but excluding any such breach or failure that arises as a result of the failure of a party to such Finance Document (other than that Indemnified Person or, in the case of a Finance Party or K-sure and their related Indemnified Persons, that Finance Party or K-sure or their related Indemnified Persons) to duly and punctually to perform its obligations);

(c) would have been, or capable of being, made or asserted against the Indemnified Person if the Finance Parties or relevant Finance Party or K-sure had not entered into one or more of the Finance Documents (or in the case of K-sure the K-sure Policy) and/or exercised any of their rights, powers and discretions thereby conferred in accordance with their terms and/or performed any of their obligations thereunder in accordance with their terms;

(d) represents any loss of future income or profits (other than to the extent the same comprises, consists or is derived from interest or the margin thereon or any Increased Costs);

(e) in respect of which that Indemnified Person or, in the case of K-sure or a Finance Party and their related Indemnified Persons, K-sure or that Finance Party or its related Indemnified Persons is expressly and specifically indemnified under any other provision of the Finance Documents.

16.9 Continuation of indemnities

The indemnities of the Borrower in favour of an Indemnified Person contained in this Agreement shall continue in full force and effect notwithstanding any breach by any Finance Party which is not that Indemnified Person or the Finance Party to which that Indemnified Person relates, or the Borrower of the terms of this Agreement, the repayment or prepayment of a Loan, the cancellation of the Total Commitments or the repudiation by the Facility Agent (in the case of an Indemnified Person other than the Facility Agent and its related Indemnified Persons) or the Borrower of this Agreement and shall survive the termination or expiry of this Agreement.

16.10 Third Parties Act

Each indemnified Person may rely on the terms of clause 16.5 (Indemnity concerning security) and clause 14 (Tax gross-up and indemnities) and 16.11 (Interest) insofar as it relates to interest on any amount demanded by that Indemnified Person under clause 16.5 (Indemnity concerning security), subject to clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

16.11 Interest

Moneys becoming due by the Borrower to any Indemnified Person under the indemnities contained in this clause 16 or elsewhere in this Agreement shall be paid within five (5) Business Days of demand made by the relevant Finance Party and shall be paid together with interest on the sum demanded from the due date therefore to the date of reimbursement by the Borrower to such Finance Party (both before and after judgment) at the rate referred to in clause 10.3 (Default interest) without double counting.

17 Mitigation by the Lenders

17.1 Mitigation

(a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of clause 9.1 (Illegality), clause 14 (Tax gross-up and indemnities) or clause 15 (Increased costs), clause 16 (Other indemnities) or paragraph 3 of Schedule 6 (Mandatory Cost Formulae) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Clause 17.1(a) does not in any way limit the obligations of any Obligor under the Finance Documents.

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17.2 Limitation of liability

(a) The Borrower shall within five (5) Business Days of demand indemnify each Finance Party for all costs and expenses incurred by that Finance Party as a result of steps taken by it under clause 17.1 (Mitigation).

(b) No Finance Party is obliged to take any steps under clause 17.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

18 Costs and expenses

18.1 Transaction expenses

The Borrower shall within fifteen (15) Business Days of demand pay the Finance Parties and K-sure the amount of all costs and expenses (not exceeding the amounts which have been pre-approved by the Borrower and to the extent so approved, including fees, costs and expenses of legal advisers and insurance, technical and other consultants and advisers) reasonably incurred by any of them (and by any Receiver) in connection with the negotiation, preparation, printing, execution, syndication, registration and perfection and any release, discharge or reassignment of:

(a) this Agreement and any other documents referred to in this Agreement and the Original Security Documents;

(b) any other Finance Documents executed or proposed to be executed after the date of this Agreement; and/or

(c) any Security Interest expressed or intended to be granted by a Finance Document.

18.2 Amendment costs

If an Obligor requests an amendment, waiver or consent, the Borrower shall, within fifteen (15) Business Days of demand by the Facility Agent, reimburse the Finance Parties and K-sure for the amount of all costs and expenses (not exceeding the amounts which have been pre-approved by the Borrower and to the extent so approved including fees, costs and expenses of legal advisers and insurance and other consultants and advisers) reasonably incurred by the Finance Parties and K-sure (and by any Receiver) in responding to, evaluating, negotiating or complying with that request or requirement.

18.3 Enforcement, preservation and other costs

The Borrower shall within five (5) Business Days of demand by a Finance Party or K-sure, pay to each Finance Party and/or K-sure, as the case may be, the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants and advisers) incurred by that Finance Party and/or K-sure in connection with the enforcement of, or the preservation of any rights under, any Finance Document and any proceedings initiated by or against any Finance Party or K-sure as a consequence of holding, or being a beneficiary of, the Charged Property or enforcing those rights, in each case in accordance with the Finance Documents.

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18.4 Appointment of advisers

The Facility Agent may at any time:

(a) appoint such advisers as it considers necessary (acting reasonably and with the prior consent of the Borrower (not to be unreasonably withheld)) to act on behalf of the Finance Parties in relation to the Project; and

(b) if any adviser resigns or its appointment ceases or is terminated, appoint a replacement to such advisers with the prior written consent of the Borrower (not to be unreasonably withheld).

18.5 Costs and expenses

The Borrower shall pay to the Facility Agent any reasonable costs and expenses incurred by the Facility Agent in connection with the appointment of any adviser under this clause 18 not exceeding the amount which has been pre agreed by the Borrower.

SECTION 7 - REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

19 Representations

The Borrower makes and repeats the representations and warranties set out in this clause 19 to each Finance Party at the times specified in clause 19.31 (Times when representations are made) and provided that the Borrower only makes the representations in this clause 19 in respect of the Sponsor so long as it is a party to a Finance Document.

19.1 Status

(a) Each Obligor and the Sponsor is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation as a limited liability company or corporation.

(b) Each Obligor and the Sponsor has power and authority to carry on its business as it is now being conducted and to own its property and other assets.

19.2 Binding obligations

Subject to any applicable Legal Reservation, the obligations expressed to be assumed by each Obligor and the Sponsor in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations.

19.3 Power and authority

(a) Each Obligor and the Sponsor has power to enter into, perform and deliver and comply with its obligations under, and has taken all necessary action to authorise its entry into, each Transaction Document to which it is a party and the transactions contemplated by the Transaction Documents to which it is a party.

(b) No limitation on any Obligor’s or the Sponsor’s powers to borrow, create security or give guarantees will be exceeded as a result of any transaction under, or the entry into, any Finance Document to which such Obligor is, or is required to be, a party.

19.4 Non-conflict

The entry into and performance by each Obligor and the Sponsor of, and the transactions contemplated by the Transaction Documents and the granting of the Security Interests purported to be created by the Security Documents do not and will not conflict with:

(a) subject to any applicable Legal Reservation, any law or regulation applicable to any Obligor or the Sponsor;

(b) the constitutional documents of that Obligor or, as the case may be, the Sponsor; or

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(c) in relation to the Borrower, any agreement or other instrument binding upon it or its assets or constitute a default or termination event (however described) under any such agreement or instrument:

(d) in relation to art Obligor (other than the Borrower) and/or the Sponsor in any material respect any agreement or other instrument binding upon that Obligor or its assets or constitute a default or termination event (however described) under any such agreement or instrument, or

result in the creation of any Security Interest (save for a Permitted Maritime Lien or under a Security Document) on any of its assets, rights or revenues.

19.5 Validity and admissibility in evidence

(a) All Consents required (in connection with the Project and/or the Vessel and/or the Mooring or otherwise at the times this representation is made):

(i) to enable each Obligor and the Sponsor lawfully to enter into, exercise its rights and comply with its obligations (in the case of a Project Agreement the rights and obligations it is then entitled or required to exercise or perform, as the case may be) under each Transaction Document to which it is a party; and

(ii) subject to the Legal Reservations and Perfection Requirements, to make each Transaction Document to which it is a party admissible in evidence in its Relevant Jurisdiction,

have been obtained or effected and are in full force and effect except any authorisation or filing referred to in clause 19.12 (No filing, stamp taxes or announcements), which authorisation or filing will be promptly obtained or effected within any applicable period.

(b) All Consents necessary for the conduct of the business, trade and ordinary activities of each Obligor and the Sponsor have been obtained or effected and are in full force and effect if failure to obtain or effect those Consents has or is reasonably likely to have a Material Adverse Effect.

19.6 Governing law and enforcement

Subject to the Legal Reservations,

(a) the choice of governing law of any Transaction Document will be recognised and enforced in each Obligor’s and the Sponsor’s Relevant Jurisdiction; and

(b) any arbitration award obtained in relation to an Obligor under a Finance Document will be recognised and enforced in the relevant Obligor’s and the Sponsors Relevant Jurisdictions.

19.7 Information

(a) Any Information is true and accurate in all material respects at the time it was given or made.

(b) There were at the time any Information was given or provided no facts or circumstances or any other information which have not been disclosed to a Finance Party in writing and could make the Information incomplete, untrue, inaccurate or misleading in any material respect.

(c) The Information did not at the time it was provided omit anything which could make that Information incomplete, untrue, inaccurate or misleading in any material respect.

(d) All opinions, projections, forecasts, estimates or expressions of intention contained in the Information and prepared by the Borrower, the Sponsor or their Affiliates and the

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assumptions on which they are based have been arrived at after due and careful enquiry and consideration and were believed to be reasonable by the person who provided that Information as at the date it was given or made.

(e) For the purposes of this clause 19.7, Information means: any written information provided by any Obligor to any of the Finance Parties in connection with the Transaction Documents or the transactions referred to in them, excluding any Information concerning any third party (which is not an Obligor or a member of the Group) which was received and provided by the Borrower, the Sponsor or any of their Affiliates in good faith and to the best of its knowledge and belief at the time it was given or provided.

19.8 Original Financial Statements

(a) The Original Financial Statements were prepared in accordance with applicable GAAP consistently applied.

(b) The audited Original Financial Statements give a true and fair view of the consolidated financial condition and results of operations of the Guarantor during the relevant financial year.

(c) There has been no material adverse change in the assets, business or financial condition of the Guarantor since the date of the Original Financial Statements to a level that adversely effects the ability of any Obligor to perform its obligations under the Finance Documents.

19.9 Pari passu ranking

Each Facility Obligor’s payment obligations under the Finance Documents rank at least pari passu with all its other present and future unsecured and unsubordinated payment obligations, except for the order or priority for payments under the Finance Documents set out in any Finance Document and any obligations mandatorily preferred by law applying to companies generally.

19.10 Ranking and effectiveness of security

Subject to any applicable Legal Reservation and the Perfection Requirements, the security created by the Security Documents has (or will have when the Security Documents have been executed and the applicable Perfection Requirements completed) the priority which it is expressed to have in the Security Documents, the Charged Property is not subject to any Security Interest other than Permitted Security Interests and such security will following completion of the Perfection Requirements constitute perfected security on the assets described in the Security Documents to the extent provided for under the Security Documents.

19.11 No insolvency

No corporate action, legal proceeding or other procedure or step described in clause 31.9 (Insolvency proceedings) or creditors’ process described in clause 31.11 (Creditors’ process) has been taken or, to the knowledge of any Facility Obligor, threatened in relation to any Facility Obligor and none of the circumstances described in clause 31.8 (Insolvency) applies to any Facility Obligor.

19.12 No filing, stamp taxes or announcements

Under the laws of its Relevant Jurisdictions it is not necessary that any Transaction Document to which it is party be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to any such Transaction Document or the transactions contemplated by such Transaction Documents except for such filings, recordings, enrolments and payments that have been made, any applicable Perfection Requirements and any filing, recording or enrolling or any tax or fee payable in relation to any Transaction Document which is referred

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to in any legal opinion delivered to the Facility Agent under clause 4.1 (Initial conditions precedent) or in connection with any Finance Document entered into after first Utilisation and which will be made or paid promptly within any applicable period.

19.13 No Default

(a) No Default is continuing or is reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

(b) No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on any Obligor or to which any Obligor’s assets are subject which has or is reasonably likely to have a Material Adverse Effect.

19.14 No proceedings pending or threatened

Other than as disclosed to the Mandated Lead Arrangers in the Disclosure Letter, no litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency have (to the best of any Obligor’s knowledge and belief) been started or threatened against any Obligor which in relation to the Guarantor only, if adversely determined, would have or might reasonably be expected to have a Material Adverse Effect.

19.15 No breach of laws

(a) Each Obligor is in compliance with all applicable laws and regulations, in the case of the Borrower, in all material respects and in the case of an Obligor other than the Borrower to the extent that failure to do so has or might reasonably be expected to have a Material Adverse Effect.

(b) No labour dispute is current or, to the best of any Obligor’s knowledge and belief, threatened against any Obligor which might reasonably be expected to have a Material Adverse Effect.

19.16 Taxation

(a) The Borrower is not overdue in the filing of any Tax returns or overdue in the payment of any amount in respect of Tax; and

(b) the Guarantor is not materially overdue in the filing of any Tax returns or materially overdue in the payment of any amount in respect of Tax,

save in each case to the extent that (i) payment is being contested in goodfaith; (ii) adequate reserves are being maintained for those Taxes; and (iii) payment can be lawfully withheld and failure to pay these Taxes will not or could not reasonably be expected to result in the imposition of any penalty.

(c) Other than as disclosed to the Mandated Lead Arrangers in the Disclosure Letter, no claims or investigations are being, or is reasonably likely to be, made or conducted against any Obligor with respect to Taxes such that a liability of, or claim against, any Obligor is reasonably likely to arise for an amount for which adequate reserves are not being maintained and which has or is reasonably like to have a Material Adverse Effect.

(d) The Borrower is resident for Tax purposes only in the jurisdiction of its incorporation.

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19.17 Security and Financial Indebtedness

(a) No Security Interest other than any Permitted Security Interest exists over all or any of the present or future assets of the Borrower or the Consortium Agreement or the Umbrella Agreement.

(b) The Borrower does not have any Financial Indebtedness outstanding in breach of this Agreement.

19.18 Legal and beneficial ownership

Each Obligor which is a party to a Security Document is, subject to the Security Interests under the Security Documents, the sole legal and beneficial owner of the respective assets over which it purports to grant a Security Interest under the Security Documents.

19.19 Shares

(a) The shares of the Borrower will, at all times from the date of the Shares Security in respect of those shares, be fully paid and not subject to any Security Interest (other than pursuant to the Security Documents), any option to purchase or similar rights other than under the Shareholders Agreement and Equity Loan Agreements. The Constitutional Documents of the Borrower do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Security Documents. Other than the Shareholders Agreement and Equity Loan Agreements, there are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share capital of the Borrower (including any option or right of pre-emption or conversion).

(b) The Guarantor indirectly, legally and beneficially, owns at least forty nine per cent (49%) of the shares in the Borrower and has management control of the Borrower.

(c) On the first Utilisation Date, the Indonesian Shareholders, together, directly, legally and beneficially, own 51% of the shares in the Borrower and the Singapore Shareholder directly, legally and beneficially, owns 49% of the shares in the Borrower.

19.20 Copies of documents

The copies of the Project Agreements to which an Obligor or the Sponsor is a party and the Constitutional Documents of the Obligors delivered to the Facility Agent under clause 4 (Conditions of Utilisation) will be true, complete and accurate copies of such documents and all amendments and supplements to them as at the time of such delivery have been delivered to the Facility Agent and no other agreements or arrangements exist between any of the parties to any such Project Agreement which would materially affect the transactions or arrangements contemplated by any such Project Agreement or modify or release the obligations of any party under that Project Agreement which have not been delivered to the Facility Agent as required hereunder.

19.21 No immunity

No Obligor or any of its assets is immune to any legal action or proceeding that may be taken under the Finance Documents.

19.22 Vessel status

The Vessel shall:

(a) on the first day of the Mortgage Period be registered in the name of the Borrower through the Registry as a ship (or other applicable category of vessel or installation) under the laws and flag of the Flag State.

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(b) on the Delivery Date be seaworthy and has been built in accordance with its Specifications;

(c) on the Delivery Date be classed with the relevant Classification free of all overdue conditions; and

(d) on the Delivery Date be insured in the manner required by the Finance Documents.

19.23 Earnings

There is no agreement or arrangement whereby the Earnings may be shared with any other person except as expressly provided for in the Finance Documents and Material Project Agreements.

19.24 Other business

The Borrower is not currently involved in any business whatsoever, other than as contemplated by the Transaction Documents and has not undertaken any other business which is still continuing.

19.25 Subsidiaries and minority interest

The Borrower has no Subsidiaries and holds no share or stock in any corporate entity of any kind or in any partnership.

19.26 No Prohibited Payments

To the best of its knowledge, no Prohibited Payment has been made or provided, directly or indirectly, by (or on behalf of) it, any of its Affiliates, its officers, directors or any other person acting on its behalf to, or for the benefit of, any Authority (or any official, officer, director, agent or key employee of, or other person with management responsibilities in, any Authority) in connection with any Finance Document.

19.27 No funds of illicit origin

None of the sources of funds provided other than under the Finance Documents and to be used by it in connection with any Finance Document or its business are of illicit origin.

19.28 Sanctions

(a) No Loan will be used by any Facility Obligor or any other member of the Group:

(i) to finance equipment or sectors under embargo decisions of the United Nations or the World Bank; or

(ii) in breach of any Sanctions.

(b) No Obligor, nor any of their respective Subsidiaries or joint ventures, nor any of their respective directors, officers or employees nor, to the knowledge of the Borrower or the Guarantor, any persons acting on any of their behalf in connection with the Project:

(i) is a Restricted Party; or

(ii) is aware of any valid claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.

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19.29 No adverse consequences

(a) Subject to the Legal Reservations, it is not necessary under the laws of the Relevant Jurisdictions of any Obligor:

(i) in order to enable any Finance Party to enforce its rights under any Finance Document; or

(ii) by reason of the execution of any Finance Document or the performance by any Obligor of its obligations under any Finance Document,

that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of such Relevant Jurisdictions.

19.30 K-sure Policy

(a) To the best of its knowledge, no Obligor has done, or omitted to do anything, and no event or circumstance has occurred, which has made, or could make, the K-sure Policy void or voidable.

(b) No Obligor has received any valid notification that the liability of K-sure or the government of Korea under the K-sure Policy has been reduced or avoided.

19.31 Times when representations are made

(a) All of the representations and warranties set out in this clause 19 (other than Vessel Representations) are made on the date of this Agreement and are deemed to be repeated on the dates of:

(i) the first Utilisation Request; and

(ii) the first Utilisation.

(b) The Repeating Representations are deemed to be repeated on the dates of each subsequent Utilisation Request and on the first day of each Interest Period.

(c) The Vessel Representations are deemed to be made and repeated on the first day of the Mortgage Period and on Final Acceptance.

(d) Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances then existing at the date the representation or warranty is deemed to be made.

20 Information undertakings

The undertakings in this clause 20 remain in force during the Facility Period.

In this clause 20:

Annual Financial Statement means in relation to a Facility Obligor the financial statements for a financial year of such Obligor delivered pursuant to clause 20.1(a).

Semi-annual Financial Statement means, in relation to a Facility Obligor the financial statements for the first half of a financial year of such Obligor delivered pursuant to clause 20.1(c).

20.1 Financial statements

(a) The Borrower shall supply to the Facility Agent as soon as the same become available, but in any event within one hundred and twenty (120) days after the end of each of the relevant Facility Obligors’ financial years the audited (consolidated in the case of the Guarantor) financial statements of the Borrower and the Guarantor for that financial year (or part of a year in the case of the Borrower’s first statements)

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(b) The Borrower shall use its reasonable endeavours to supply to the Facility Agent as soon as the same become available to it the annual audited financial statements (consolidated if applicable) of the Charterer for that financial year together with any information concerning the Charterer which the Lenders may reasonably require that the Borrower may obtain using reasonable endeavours.

(c) The Borrower shall supply to the Facility Agent as soon as the same become available, but in any event within ninety (90) days after the end of the first half of the relevant Facility Obligors’ financial years the unaudited financial statements of the relevant Facility Obligor for that financial half-year.

20.2 Provision and contents of Compliance Certificate

(a) Unless the Guarantor is not then a Facility Obligor, the Borrower shall supply a Compliance Certificate signed by an authorised signatory of the Guarantor to the Facility Agent with each set of financial statements of the Guarantor delivered pursuant to clause 20.1 (Financial statements);

(b) The Borrower shall supply to the Facility Agent a Compliance Certificate signed by an authorised signatory of the Borrower within ten (10) Business Days of each K-sure Tranche Repayment Date.

(c) Each Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance with clause 21.1 (Borrower Financial Covenants) (in the case of a Compliance Certificate signed by the Borrower) or clause 21.2 (Guarantor Financial Covenants) (in the case of a Compliance Certificate signed by the Guarantor). A Compliance Certificate signed by the Borrower shall also set out the Debt Service Coverage Ratio for the purposes of the Distribution Restrictions, if a transfer to the Distribution Account has been made or is proposed to be made on or within ten (10) Business Days of that Repayment Date and the Debt Service Coverage Ratio for the purposes of the Completion Guarantee Release Date if applicable.

20.3 Requirements as to financial statements

(a) The Borrower shall procure that each set of Annual Financial Statements and Semiannual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and that, in addition each set of Annual Financial Statements shall be audited by one of the Auditors.

(b) Each set of financial statements delivered pursuant to clause 20.1 (Financial statements) shall:

(i) be prepared in accordance with applicable GAAP;

(ii) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the relevant Obligor as at the date as at which those financial statements were drawn up;

(iii) in the case of Annual Financial Statements and the Semi-annual Financial Statements, be in English or accompanied by an English translation.

20.4 Information: miscellaneous

The Borrower shall supply to the Facility Agent and the K-sure Agent (and the K-sure Agent shall supply to K-sure):

(a) together with the monthly progress reports required to be delivered to the Facility Agent pursuant to clause 24.6(a) (Information concerning the Project):

(i) copies of all documents dispatched by the Borrower to its shareholders generally (or any class of them) (in relation to extraordinary matters);

(ii) copies of all documents dispatched by any Facility Obligor to its creditors generally;

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(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Obligor, and which, if adversely determined, might reasonably be expected to have a Material Adverse Effect;

(c) promptly, such information as the Facility Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Security Documents;

(d) promptly on request, such further information regarding the financial condition, assets and operations of the Borrower and/or the Guarantor and/or the performance of the Charter and/or the other Project Agreements as any Finance Party or K-sure, through the Facility Agent, may reasonably request, except to the extent that disclosure of such information would breach contract to which it is a party, any law, regulation or stock exchange requirement or listing rule;

(e) promptly following any changes to the authorised signatories of the Borrower in relation to any of the Project Accounts (other than the Distribution Account) and/or a Utilisation Request, notice of such changes in the form of a certificate signed by the authorised director(s) of the Borrower in accordance with its articles of association together with specimen signatures of any new signatory;

(f) promptly following the making of any amendment to any constitutional documents of either Facility Obligor, a notification of the details of such amendment together with complete copies of each amended constitutional document; and

(g) promptly following any changes in the percentage ownership interests and/or shareholding of the Borrower, a notification of the details of such change.

20.5 Change in law

The Borrower shall, promptly upon becoming aware of the same, advise the Facility Agent upon any change in law or regulation which has or might reasonably be expected to have a Material Adverse Effect.

20.6 Sufficient copies

The Borrower shall supply sufficient copies of each document to be supplied under the Finance Documents to the Facility Agent to distribute to each of the Lenders and K-sure, and a document in electronic format shall be sufficient to satisfy this requirement provided that a single certified hard copy is provided to the Facility Agent if the relevant document is required to be provided in certified form and a certified hard copy is required to fulfil this requirement.

20.7 “Know your customer” checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii) any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this Agreement; or

(iii) a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

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obliges the Facility Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Facility Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Facility Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b) Each Finance Party shall promptly upon the request of the Facility Agent or the Security Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent or the Security Agent (for itself) in order for it to carry out and be satisfied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

20.8 Notification of defaults

The Borrower shall promptly inform the Facility Agent of:

(a) any material occurrence of which it becomes aware which has or which might reasonably be expected to have a Material Adverse Effect;

(b) any Default under this Agreement of which it becomes aware and will from time to time, if so requested by the Security Agent, confirm to the Security Agent in writing that, save as otherwise stated in such confirmation, it is not aware of any Default that has occurred and is continuing; and/or

(c) any material breach of the Charter or any other Material Project Agreement or Shareholders Agreement or EPCIC Contract by any party (and the steps, if any, that the Borrower is aware are being taken to remedy such breach) promptly upon the Borrower becoming aware of the same;

20.9 Remedy of Defaults

The Borrower will, promptly after request by the Facility Agent, provide the Facility Agent with evidence satisfactory to the Lenders (acting reasonably) of the remedy of any Default or Event of Default which has occurred and been remedied.

20.10 K-sure Policy

The Borrower will, promptly after request by the K-sure Agent, promptly supply to the K-sure Agent copies of all financial or other information reasonably required by K-sure to satisfy any request for information made by K-sure pursuant to the K-sure Policy, except to the extent that such disclosure of such information would breach contract to which it is a party, any law, regulation or stock exchange requirement or listing rule.

21 Financial covenants

The Borrower undertakes that the undertakings in this clause 21 will be complied with throughout the Facility Period.

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21.1 Borrower Financial Covenants

The Borrower shall ensure that, from the second K-sure Tranche Repayment Date and thereafter, the Debt Service Coverage Ratio for any Relevant Period is not less than 1.10:1.

21.2 Guarantor Financial Covenants

The Borrower shall procure that, from the date of this Agreement up to and including the Guarantee Release Date:

Minimum Book Equity

(a) Book Equity is greater than the higher of (i) $200,000,000 and (ii) twenty five percent (25%) of the Total Assets; and

Minimum liquidity

(b) Free Liquid Assets are greater than $20,000,000.

21.3 Financial testing

The financial covenants set out in this clause 21 shall be calculated in accordance with applicable GAAP and tested:

(a) in the case of the Borrower’s financial covenants in clause 21.1 (Borrower Financial Covenants), by reference to the Compliance Certificates signed by the Borrower delivered pursuant to clause 20.2; and

(b) in the case of the Guarantors financial covenants in clause 21.2 (Guarantor Financial Covenants), by reference to each of the financial statements and each Compliance Certificate signed by the Guarantor delivered pursuant to clause 20.2 (Provision and contents of Compliance Certificate) on the date they are delivered, in accordance with the terms and conditions of this Agreement.

22 General undertakings

The undertakings in this clause 22 will remain in force throughout the Facility Period.

22.1 Use of proceeds

The Borrower undertakes that the proceeds of Utilisations will be used exclusively for the purposes specified in clause 3 (Purpose).

22.2 Authorisations

The Borrower will promptly and shall procure that each other Obligor and the Sponsor shall:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) to the extent requested by the Facility Agent, supply certified copies to the Facility Agent of,

each Consent required under any law or regulation of a Relevant Jurisdiction to:

(i) enable it to perform its obligations under the Transaction Documents to which it is a party;

(ii) ensure the legality, validity, enforceability or admissibility in evidence of any Transaction Document to which it is a party; and

(iii) carry on its business where failure to do so has or might reasonably be expected to have a Material Adverse Effect.

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22.3 Pari passu

The Borrower shall and shall ensure that each Facility Obligor shall ensure that its payment obligations under this Agreement and the other Finance Documents to which it is a party shall at all times rank at least pari passu with all its other present and future unsecured and unsubordinated indebtedness with the exception of any order of priority for payments under the Finance Documents set out in any Finance Documents and any obligations which are mandatorily preferred by law and not by contract.

22.4 Compliance with laws

The Borrower shall and shall procure that in respect of the Vessel any O&M Contractor will comply in all respects with all laws and regulations (including Environmental Laws and Environmental and Social Regulations) to which it may be subject where failure to do so has or might reasonably be expected to have a Material Adverse Effect or a material adverse effect on an Obligor’s ability to perform its obligations under a Material Project Agreement.

22.5 Anti-corruption law

(a) The Borrower will not directly or indirectly use the proceeds of any Facility to make any Prohibited Payment.

(b) The Borrower shall conduct its businesses in compliance with applicable anti-corruption laws.

22.6 Taxation

(a) The Borrower shall pay and discharge all Tax imposed upon it or its assets within such time period as may be allowed by law without incurring penalties unless and only to the extent that:

(i) such payment is being contested in good faith;

(ii) adequate reserves are being maintained for those Tax and the costs required to contest them which have been disclosed (or will when they are delivered) in its latest financial statements delivered to the Facility Agent under clause 20.1 (Financial statements); and

(iii) such payment can be lawfully withheld.

(b) The Borrower shall maintain its residence for Tax purposes in the jurisdiction in which it is incorporated and ensure that it is not resident for Tax purposes in any other jurisdiction except with the consent of the Facility Agent.

22.7 Change of business

The Borrower undertakes that no change will be made to the general nature of its business from that carried on at the date of this Agreement.

22.8 Merger

The Borrower will not enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction.

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22.9 Further assurance

(a) The Borrower shall and shall ensure that each other Obligor and the Sponsor shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Facility Agent may reasonably specify (and in such form as the Facility Agent may reasonably require in favour of the Security Agent or its nominee(s)):

(i) to perfect any Security Interests created or expressed to be created by that Obligor and/or the Sponsor under or evidenced by the Security Documents (which may include the execution of a mortgage, pledge, fiduciary security, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of the Security Documents) or for the exercise of any rights, powers and remedies of the Security Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law;

(ii) confer on the Security Agent or on the Finance Parties Security Interests over any Charged Property of that Obligor and/or the Sponsor located in any jurisdiction equivalent or similar to the Security Interest expressed to be conferred by or pursuant to the Security Documents and that are recognised and effective under the laws of such jurisdiction; and/or

(iii) after an Event of Default that is continuing, to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security Documents.

(b) The Borrower shall and shall ensure that each other applicable Obligor and/or, as the case may be, the Sponsor shall take all such action as is available to it (including making all filings and registrations) and is requested by the Security Agent and may be necessary for the purpose of the creation, perfection as required under the Finance Documents, protection or maintenance of any Security Interest conferred or expressed to be conferred on the Security Agent or the Finance Parties by or pursuant to the Finance Documents including but not limited to:

(i) the registration of the Fiduciary Assignments with the Fiduciary Registration Office having jurisdiction over the legal domicile of the relevant fiduciary grantor;

(ii) the registration of the Mortgage with the port authority that issued the Grosse Akta Pendaftaran Kapal relating to the Vessel;

(iii) the registration of the Shares Security in the Borrowers share register;

(iv) the reporting of the execution and the filing of this Agreement with each of Bank Indonesia, the Ministry of Finance and Coordination of Management Offshore Commercial Loan Team (Tim Koordinasi Pengelolaan Pinjaman Komersial Luar Negeri) and/or the Financial Service Authority (Otoritas Jasa Keuangan) (as applicable); and

(v) the payment of nominal stamp tax in the amount of Rp6,000 on the Finance Documents to which the Borrower is a party.

22.10 Translations

(a) The Finance Documents are executed in the English language. The Parties confirm that they fully understand and agree to be bound by the terms and conditions of the Finance Documents notwithstanding that the Finance Documents are prepared and executed in English.

(b) In compliance with Law No. 24 of 2009 regarding National Flag, Language, Emblem and Anthem, the Borrower agrees, at its own cost:

(i) to translate and to ensure that the relevant Obligors take such actions as are reasonably required on their part and to use reasonable endeavours on the other relevant Indonesian parties to execute a Bahasa Indonesia version of each of the Transaction Documents listed in Schedule 14 (List of Translated Documents) in the agreed form: or

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(ii) in the case of the Transaction Documents listed in Schedule 14 (List of Translated Documents) involving Indonesian parties (in addition to the Borrower), to translate and to ensure that the relevant Obligors and to use reasonable endeavours to ensure that all other relevant parties to such Transaction Documents sign a confirmation to be attached to each Indonesian translation pursuant to which the parties (i) confirm that the translation constitutes the Indonesian version of the document to satisfy the requirement of Law 24 and (ii) provide similar language undertakings as provided in items (a), (c) and (d) of this clause 22.10,

no later than the later of (i) ninety (90) days after the date of this Agreement; (ii) the date such Transaction Document is entered into; (iii) or any other date as agreed between the Borrower and the Facility Agent; and provide a copy of the same to the Facility Agent (or in the case of a Finance Document an original signed by the relevant Obligors).

(c) The Parties agree that: (i) the Bahasa Indonesia version of the Transaction Documents, if executed, will be deemed to be effective from the date the English language version was executed; and (ii) in the event of inconsistency between the Bahasa Indonesia version and the English version, the English version shall prevail and the relevant Bahasa Indonesia text will be deemed to be amended to conform with and to make the relevant Indonesian text consistent with the relevant English text.

(d) The Borrower further agrees and undertakes that not to (or allow or assist any other party to), in any manner or forum, challenge the validity of, or raise or file any objection to, this Agreement or any other Transaction Document or the transactions contemplated by any Transaction Document on the basis of any failure to comply with Law 24 or its implementing regulations or other similar laws and regulations applicable in Indonesia.

22.11 No prejudicial action

The Borrower shall not do anything and shall not take any action against any person (including, without limitation, any insolvency official or similar officer of, or any creditor of, the Borrower or any other person claiming through, under or in place of the Borrower) which has or is reasonably likely to have the effect of prejudicing any Security Interest created by any Security Document in favour of any Finance Party except for such actions permitted by this Agreement.

22.12 Negative pledge in respect of Charged Property

Except for Permitted Security Interests, the Borrower will not and shall procure than no Obligor will grant or allow to exist any Security Interest over any Charged Property.

22.13 Action of Borrower

At any time after an Event of Default which is continuing, the Borrower shall take such action, make such requests or demands and give such notices and certificates (including, without limitation, any lawful demand for payment under any of the Transaction Documents) as the Facility Agent or the Security Agent may reasonably request and, if requested by the Facility Agent shall not, without the prior written consent of the Facility Agent, take any steps to enforce or exercise, and shall take such reasonable steps as the Facility Agent or the Security Agent may direct to enforce or exercise, any rights, remedies, powers and privileges under the Charter or in respect of the Vessel or the Mooring or any of the Borrower’s Security.

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22.14 Subordinated Loan

(a) At all times from the first Utilisation Date (or in the case of the Sponsor three (3) Business Days after the first Utilisation Date), the Borrower shall ensure (and procure) that if the Sponsor, a Shareholder (or any other member of the Group) has or may have outstanding rights or claims against the Borrower in respect of any Subordinated Loan or Promissory Note (or any other inter-company loan made available to the Borrower) such person shall have executed a Subordination Deed. The Finance Parties shall promptly take any action that is reasonably requested by the Borrower and required on their part to ensure a Subordination Deed is executed for this purpose

(b) The Borrower agrees that following the occurrence of a Default, the Borrower shall not repay and shall procure that the Sponsor, a Shareholder or any relevant member of the Group shall not demand or accept repayment of any such loans or payments of any Promissory Notes, in each case without the prior written consent of the Facility Agent acting on the instructions of the Lenders except to the extent that such payments are made from amounts standing to the credit of the Distribution Account (which payments can be made without any such consent).

22.15 Balloon Refinancing

Subject to the provisions of this clause 22.15, each of the Finance Parties hereby acknowledges and agrees that the Borrower may procure that the Balloon is effectively refinanced by an extension of the FSRU Tranche Final Maturity Date by agreement with existing Lenders and/or new lenders, subject to the terms of this Agreement. Each of the following conditions must be satisfied in respect of an Approved Refinancing pursuant to this clause:

(a) the Borrower has notified the Facility Agent of the proposed Approved Refinancing and provided the Lenders with the opportunity to provide terms and/or to match other terms received and, to the extent a Lender has (acting in its absolute discretion), within twenty (20) Business Days of request, agreed to provide terms matching those provided to the Borrower from such banks (including Lenders if applicable) as it may select at its discretion, each such Lender that has agreed to participate in the Approved Refinancing has been allocated a commitment equal to the maximum amount of its agreed commitment or, to the extent such maximum commitments exceed in aggregate the amount of the desired Approved Refinancing a commitment pro rata to the proportion its maximum commitment has to the aggregate maximum commitments;

(b) the date that the proposed Approved Refinancing is to be effected falling not earlier than one hundred and eighty (180) days prior to the Original FSRU Tranche Final Maturity Date and not later than the Original FSRU Tranche Final Maturity Date;

(c) the Borrower has delivered to the Facility Agent the details of the proposed terms of the Approved Refinancing such that the proposed FSRU Tranche will from the date of the Original FSRU Final Maturity Date have a minimum loan tenor of 5 years (or if less a tenor equal to the outstanding tenor of the K-sure Facility) and an average loan life of not less 2.5 years (or, if less an average loan life equal to the average remaining loan life of the K-sure Facility calculated from the Original FSRU Tranche Final Maturity Date) and otherwise shall only require changes to the applicable Margin, the FSRU Tranche Repayment Dates, the FSRU Tranche Repayment Instalments, the FSRU Tranche Final Maturity Date and any other necessary consequential changes

(d) the Lenders (acting reasonably) receive evidence satisfactory to them (supported by necessary legal opinions) that upon and following any such Approved Refinancing:

(i) each Security Document remains valid, legal, binding and enforceable in accordance with its terms to the same extent as required by the terms of the Finance Documents prior to any Approved Refinancing being effected; and

(ii) the K-sure Policy remains in full force and effect and such confirmations as they may reasonably require from the K-sure Agent and K-sure that the K-sure Policy is not the subject of any arbitration or legal proceedings;

(e) Any New Lender is not a bank or a financial institution located in any sanctioned country which is the subject of Sanctions.

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22.16 Each Commercial Lender that is not participating in an Approved Refinancing or whose maximum commitment for an Approved Refinancing is less than its participation in the FSRU Tranche Loans, in each case in accordance with clause 22.15 (Balloon Refinancing), shall promptly on request by the Borrower transfer its participation on the FSRU Tranche Loans, or the relevant part of its participation, as applicable, to such of the participating lenders as the Borrower may direct, provided that on such transfer the relevant Commercial Lender receives all amounts owing to it in its capacity as a Commercial Lender pursuant to this Agreement and the other Finance Documents. Each Finance Party agrees to promptly enter into such Transfer Certificates, amendment agreements or letters and other documents as are reasonably requested by the Borrower to implement an Approved Refinancing in accordance with clause 22.15 (Balloon Refinancing). All costs reasonably incurred by a Finance Party in relation to any such transfer to be borne by the Borrower in accordance with clause 18.2 (Amendment costs).

23 Construction undertakings

23.1 Construction period

The Borrower undertakes that this clause 23 will be complied with throughout the period from the date of this Agreement until the earlier of (i) the Final Acceptance Date and (ii) the end of the Facility Period.

23.2 Performance by Builder, Mooring EPC Contractor and Mooring Installation Contractor

The Borrower shall use its reasonable endeavours to ensure that:

(a) the Builder builds the Lampung FSRU diligently; and

(b) the Mooring EPC Contractor and the Mooring Installation Contractor build and installs, respectively, the Mooring diligently.

23.3 Progress and information

Upon the Facility Agent’s reasonable request, the Borrower shall and shall procure that the Supervisor shall:

(a) advise the Facility Agent of the progress of construction of the Lampung FSRU and the Mooring; and

(b) supply the Facility Agent with such other information as the Facility Agent may reasonably require about the construction of the Lampung FSRU or the Mooring or the Building Contract or any Refund Guarantee or any other Building Contract Document or the Mooring Documents.

23.4 Enforcement of rights

If an Event of Default has occurred and is continuing, the Borrower shall do everything it is entitled to do under any Building Contract Document or any Mooring Document which the Facility Agent requires for the purpose of enforcing the rights of the Borrower under the Building Contract and/or any Refund Guarantee and/or any other Building Contract Document and/or any Mooring Document and allow its name to be used by the Security Agent for that purpose.

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23.5 Notification of certain events

The Borrower shall notify the Facility Agent promptly if:

(a) any party cancels, rescinds, repudiates or otherwise terminates the Building Contract (or purports to do so) or rejects the Lampung FSRU (or purports to do so) or if the Lampung FSRU becomes a Total Loss or partial loss or is materially damaged or if a dispute arises under the Building Contract which has or might reasonably be expected to have a Material Adverse Effect; or

(b) any party cancels, rescinds, repudiates or otherwise terminates any Mooring Document (or purports to do so) or rejects the Mooring (or purports to do so) or if, prior to and including the Final Acceptance Date, the Mooring becomes a Total Loss or partial loss or is materially damaged or if a dispute arises under any Mooring Document which has or might reasonably be expected to have a Material Adverse Effect.

23.6 Vessel’s registration and mortgage

The Borrower will by no later than ten (10) Business Days after Delivery register the Lampung FSRU with the relevant Registry under the laws and flag of its Flag State and by no later than five (5) Business Days after the later of (i) Delivery and (ii) issuance of the Gross Akte Pendaftaran Kapal execute the Mortgage in the presence of officials of the Directorate General of Sea Communication of the Department of Communication of the Republic of Indonesia and submit the Mortgage for registration against the Lampung FSRU as a first priority Indonesian ship mortgage.

23.7 Sale or other disposal

Except with approval of the Lenders and K-sure, or under the Security Documents, the Borrower will not dispose of its rights:

(a) under the Building Contract, any Refund Guarantee or any other Building Contract Document; or

(b) under any Mooring Document other than a sale or transfer to the Charterer in accordance with the Charter and having repaid or concurrently repaid the Mooring Loan in full (and the Security Agent shall promptly release the Mooring and the Mooring Documents from the relevant Security Interests for such purpose),

or, in either case, agree to do so except as contemplated under paragraph (b) above.

23.8 Variations to the Building Contract, Mooring EPC Contract and Mooring Installation Contract

(a) Subject always to the provisions of this clause 23.8, the Borrower may vary the Building Contract and/or the Mooring EPC Contract and/or the Mooring Installation Contract and/or change the specification of the Vessel and/or the Mooring if required by law, the Classification Society or the Charterer in accordance with the Charter.

(b) Except with approval of the Lenders (such approval not to be unreasonably withheld or delayed where the Charterer has agreed to pay in advance for such variation and where the conditions in paragraphs (i) and (iv) below do not apply), the Building Contract and/or the Mooring EPC Contract and/or the Mooring Installation Contract shall not be varied and the specification of the Lampung FSRU and/or the Mooring shall not be changed in a way which:

(i) might reasonably be expected to delay Delivery beyond the Last Availability Date; or

(ii) will increase the Project Cost by a cumulative amount greater than $15,000,000; or

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(iii) notwithstanding the generality of paragraph (ii) above, will increase the Mooring Contract Price by a cumulative amount greater than 10%; or

(iv) might reasonably be expected to result in any forecast shortfall in funding to achieve Final Acceptance in excess of $5,000,000.

(c) The Borrower shall agree in writing with the Builder the terms and specification of any such work before the work is put in hand irrespective of whether approval of that work is required under the Finance Documents;

23.9 Variations to other Building Contract Documents and Mooring Documents

Except with approval of the Lenders, any Refund Guarantee, the Modec Guarantee and/or any Builder’s Performance L/C shall not be varied.

23.10 Rejection and cancellation

Except with approval, the Borrower shall not exercise any right which it may have to permanently reject the Lampung FSRU or the Mooring or cancel or rescind or otherwise terminate the Building Contract, the Mooring EPC Contract or the Mooring Installation Contract.

24 Project undertakings

The undertakings in this clause 24 apply throughout the Facility Period.

24.1 Project Agreements

(a) The Borrower shall, and shall procure that each other Obligor shall, duly and punctually perform, comply with and observe each of its respective obligations under each Project Agreement to which it is party and use its reasonable endeavours to ensure that each other party to them performs their obligations under the Project Agreements in each case to the extent that failure to do so has or may reasonably be expected to have a Material Adverse Effect or a material adverse effect on any Obligor’s ability to perform its obligations under the Project Agreements.

(b) The Borrower shall, and shall procure that each other Obligor shall, maintain and enforce its respective rights under the Project Agreements in each case to the extent that failure to do so has or may reasonably be expected to have a Material Adverse Effect or a material adverse effect on any Obligor’s ability to perform its obligations under the Project Agreements.

(c) If the Borrower and/or any other Obligor has the right to terminate a Material Project Agreement, the Borrower shall, and shall procure that any Obligor shall, (a) not exercise that right without the written consent of the Facility Agent (acting on the instructions of the Lenders and K-sure) and (b) exercise that right if so directed by the Facility Agent (acting on the instructions of the Lenders and K-sure) if an Event of Default is continuing, provided that if the Borrower has a right to terminate the Charter and the Charterer is, or would following such termination be, required to pay to the Borrower either a Company Breach Termination Amount or a Non Vessel FM Termination Amount (as each such term is defined in the Charter) in an amount which is sufficient to discharge all Secured Obligations in full and no other Event of Default is continuing) such consent shall not be unreasonably withheld or delayed) and the Borrower may exercise any rights to terminate a Project Agreement which a O&M Contractor or the Supervisor is party to at any time when that O&M Contractor or Supervisor is being replaced in accordance with this Agreement.

(d) The Borrower shall not (and shall procure that no other Obligor shall), without the prior written consent of the Facility Agent (acting on the instructions of the Lenders), permit or agree or consent to:

(i) any withdrawal of the Lampung FSRU from service under the Charter at a time when the Borrower is entitled to terminate the Charter (except any suspension of services under clause 26.3(c) of the Charter or when termination is required or permitted under this Agreement) or which entitles the Charterer to terminate, or may reasonably be expected to entitle the Charterer to terminate, the Charter;

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(ii) save for Permitted Amendments and as otherwise permitted under this Agreement (including under paragraph (e) below), any amendment or variation of, or waiver or release of a party’s obligations or liabilities under, any Project Agreement or the Shareholder Agreement;

(iii) save for Permitted Amendments and as otherwise permitted under this Agreement, any variation or series of variations to the Works or any changes to the design or construction of the Project which (either alone or together with all other variations and changes) would or is reasonably likely to materially alter the nature of the Project, the manner in which it operates or the risk profile of the Project;

(iv) give a notice under the Charter requiring negotiation of the 50% Acquisitions Terms (as defined in the Charter);

(v) except as expressly required under the Finance Documents, the assignment or transfer of a Project Agreement, Environmental Licence or Project Authorisation by the Borrower or any O&M Contractor;

(vi) any party to a Project Agreement (other than an Obligor) assigning or transferring that party’s rights or obligations under that Project Agreement except a novation of the Charter pursuant to and in accordance with clause 16.3 of the Charter and provided that the Facility Agent has received a copy of the novated Charter and Charter Guarantee, in each case certified as true by an authorised signatory of the Borrower, duly executed by the parties thereto together with (A) a legal opinion in form satisfactory to the Facility Agent (acting reasonably and upon the advice of its legal counsel) as to the validity and enforceability of the Charter and the Charter Guarantee, the due incorporation of each of the new Charterer and the Charter Guarantor, its power and authority to enter into and perform the Charter and the Charter Guarantee, respectively, and all other documents and instruments to give effect to the same and (B) a certified true copy of the new PGN L/C (if required by applicable law following novation of the Charter) and valid Security Interest in respect of the Charter Guarantee and the PGN L/C in the same form as the Project Agreements Assignment or such other form as may be agreed and (C) a letter of quiet enjoyment in substantially the same form as the Letter of Quiet Enjoyment duly executed by the new Charterer; or

(vii) the termination of a Material Project Agreement or the Shareholders Agreement (unless directed to do so in accordance with clause 24.1(c) above or otherwise required or permitted under this Agreement).

(e) Each Lender shall respond promptly to a Borrower’s request to vary the Charter (other than for a Permitted Amendment for which consent shall not be required) and in any event no later than fifteen (15) Business Days (or five (5) Business Days in the case of a variation to the Charter which results in an increase in amounts payable by PGN to the Borrower under the Charter and such variation does not impose any additional materially onerous obligations on the Borrower) from receipt by that Lender of notice from the Borrower or the Facility Agent of the proposed variation. If a Lender or the Facility Agent fails to respond to the Borrower within such fifteen (15) day period (or, as the case may be, five (5) day period) then such Lender or the Facility Agent on behalf of the Lenders, as the case may be shall be deemed to have consented to such variation (including any consent required under clause 24.1(d)).

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24.2 Project Authorisations

The Borrower shall, and (if applicable) each O&M Contractor, shall obtain, and maintain in full force and effect, each Project Authorisation necessary:

(a) to enable it to lawfully enter into, exercise its rights and comply with its respective obligations under the Transaction Documents to which it is a party; and

(b) required by it to carry out the Project in accordance with the Project Agreements,

and shall at all times comply with the requirements such Project Authorisations, in each case to the extent that failure to do so has or may reasonably be expected to have a Material Adverse Effect or a material adverse effect on any Obligor’s ability to perform its obligations under the Project Agreements.

24.3 Environmental Matters

(a) The Borrower shall, and shall procure that the O&M Contractors shall, ensure that it has each Environmental Licence required to be in its name and which is necessary for it to carry out the Project in accordance with the Material Project Agreements and that it maintains, and complies with the terms of, such Environmental Licences in each case to the extent that failure to do so has or may reasonably be expected to have a Material Adverse Effect or a material adverse effect on any Obligor’s ability to perform its obligations under the Project Agreements and upon reasonable request by a Finance Party provide such information in relation to the Project as is available to it and able to be disclosed without breach of any contract or law and is reasonably required by such Finance Party for determining the extent of compliance by that Finance Party with the Equator Principles to the extent applicable to the Project.

(b) The Borrower shall, and shall procure that the O&M Contractors shall, comply with, and carry out the Project in accordance with, all applicable Environmental Laws and the Environmental and Social Regulations in each case to the extent that failure to do so has or may reasonably be expected to have a Material Adverse Effect or a material adverse effect on any Obligor’s ability to perform its obligations under the Project Agreements. The Borrower will provide to the Facility Agent and the Technical Adviser details of all environmental tests and studies carried out in relation to the Project and the Site or any material environmental inspections, investigations, studies, audits, tests, reviews or other analyses, in each case which are received by it relating to the Borrower, any O&M Contractor, the Charterer and/or the Vessel and/or the Mooring and able to be disclosed without breach of any contract or applicable law.

(c) The Borrower will notify the Facility Agent as soon as reasonably practicable after becoming aware of:

(i) any Environmental Incident or any Spill which has given or it reasonably expects may give rise to an Environmental Incident;

(ii) any Environmental Claim being made against any Obligor (or any of their respective officers) relating to a breach of Environmental and Social Regulations or an Environmental Incident in respect of the Vessel and/or the Mooring and/or the Project or against the Vessel and of any Environmental Incident which may give rise to such a claim and will keep the Facility Agent regularly and promptly informed in reasonable detail of the nature of, and response to, any such Environmental Incident and the defence to any such claim; and

(iii) details of any material breach of or non-compliance by the Borrower with any Environmental and Social Regulation.

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(d) The Borrower will duly and punctually perform, comply with and observe each of its obligations under the Environmental Management Plans, and shall provide the Facility Agent with any environmental monitoring reports that the Borrower has prepared or received pursuant to the Environmental Management Plans and which are able to be disclosed without any breach of any contract or law on a semi-annual basis.

24.4 Operation and Maintenance

(a) The Borrower shall from Delivery ensure that throughout the Facility Period the Lampung FSRU is at all times operated and maintained in accordance with appropriate industry standards.

(b) The Borrower shall further ensure that at all times throughout the Facility Period from Delivery O&M Contractors will be contracted to carry out the O&M Contracts and will not otherwise sub-contract or delegate any of its operation and maintenance obligations under the Charter to any other party (other than an Approved Operator) without the written consent of the Lenders, which consent shall not be unreasonably withheld or delayed;

(c) The Borrower further undertakes that from Delivery there shall be no change in the companies carrying out the operation and maintenance services provided by the Borrower under the Charter in respect of the Vessel without the consent of the Facility Agent (acting on the instructions of the Lenders) unless:

(i) if such approval is required under the Charter, the Charterer has approved, in accordance with the terms of the Charter or, following an Event of Default, the Letter of Quiet Enjoyment, the appointment of the replacement operator (the Replacement Operator) to carry out the operation and maintenance services to be provided by the Borrower under the Charter (as the case may be);

(ii) the Replacement Operator is an Approved Operator;

(iii) the replacement contract (the Replacement Contract) to be entered into between the Replacement Operator and the Borrower is on terms acceptable to the Majority Lenders (acting reasonably);

(iv) if applicable, the Replacement Operator has entered into an accession deed (or such other documentation as may be required) whereby the Replacement Operator assumes all of an outgoing O&M Contractor’s obligations under the Finance Documents and such other amendments are made to the Finance Documents and the other Transaction Documents so as to ensure that the Replacement Operator assumes all of an outgoing O&M Contractor’s obligations under such documents (to the satisfaction of the Lenders, acting reasonably); and

(v) the Facility Agent has obtained satisfactory legal opinions in respect of the Replacement Operator’s entry into the Replacement Contract and any applicable other documents referred to in paragraph (v) above.

24.5 Agreement of Projected Operating Expenses and Delivery of Project Budget Statement

(a) Prior to Delivery for the then current financial year and thereafter not less than sixty (60) days prior to the end of each of its financial years, the Borrower shall deliver to the Facility Agent the Project Budget Statement with the Projected Operating Expenses for the next financial year. If, in the opinion of the Majority Lenders (acting reasonably), the proposed Project Budget Statement is materially inaccurate, the Facility Agent shall be entitled (no later than thirty (30) days prior to the end of that financial year) to instruct the Technical Advisor to determine the Projected Operating Expenses in consultation with the Borrower and the Technical Advisor’s determination shall be binding on the parties; provided that the Technical Advisor’s terms of reference shall be solely to confirm such expenses or to adjust such expenses to the extent it determines them to be materially inaccurate and that prior to such determination the Borrower’s Project Budget Statement shall continue to apply.

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(b) Following delivery and, if applicable, determination of each Project Budget Statement in accordance with paragraph (a) above, the Borrower may amend that Project Budget Statement with the consent of the Facility Agent (acting reasonably) unless the amendment is to transfer Projected Operating Expenses (in respect of which a transfer to the Offshore Operating Account pursuant to clause 28.8(a) (Payment Cascade) has not been made) to a different month within the same financial year in which case such consent is not required and the Borrower may update and shall deliver to the Facility Agent the revised Project Budget Statement accordingly.

24.6 Information concerning the Project

The Borrower shall furnish the Facility Agent promptly (or on a monthly basis where so indicated) with:

(a) on a monthly basis until Final Acceptance, up to date progress reports with respect to the construction of the Vessel and the Mooring which shall include the projected Project Costs, details of any Cost Overrun, shortfall in funding to achieve Final Acceptance or forecast delay in achieving Delivery by the Last Availability Date and a statement from the Borrower in respect of the construction of the Downstream Pipeline (as defined in the Charter) and/or the Project;

(b) after the Guarantee Release Date, annual progress reports with respect of the operation of the Vessel and the Project;

(c) information relating to (i) any material amendments to or proposed amendments to the Vessel and Mooring Specifications and (ii) details of any material changes to the design, construction or operation of the Vessel and/or the Mooring prior to carrying out or agreeing such changes and (iii) details of any Permitted Amendments to the Material Project Agreements and the Shareholders Agreement and, to the extent available to the Borrower, the EPCIC Contract that have not previously been provided;

(d) on a monthly basis in respect of the previous month (i) details of any fines levied and charges made by the Charterer pursuant to the Charter (including the amount of each such fine and, to the extent available to the Borrower, the basis on which the fine was levied) and (ii) details of any other Total Charter Rate reduction event incurred which results in a reduction in Total Charter Rate and (iii) details of any period of off hire incurred which results in a suspension of the obligation to pay any Total Charter Rate or the amount by which the anticipated Total Charter Rate for that period has been reduced;

(e) notice of any party having begun any arbitration proceedings under any Project Agreement to which it is party, the conclusion of the arbitration and the terms of any award in such arbitration;

(f) information in relation to any proposed dry docking of the Vessel including the proposed date of any dry docking and the period for which it is expected that the Vessel will be suspended or in dry dock;

(g) copies of any material notices received by or on behalf of the Borrower or issued by or on behalf of the Borrower under any of the Material Project Agreements and which have not previously been provided; and

(h) such information that the Borrower is aware of concerning the Project or any Project Agreements that deviates from the requirements stipulated in the Charter and/or the O&M Contract and which might reasonably be expected to have a Material Adverse Effect and any remedial action proposed by the Borrower to eliminate or reduce the extent of any such deviation.

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24.7 Information in relation to the Charterer

The Borrower shall use its reasonable endeavours to provide any information in respect of the Charterer as the Lenders may reasonably require and request.

24.8 Enforcement of rights

The Borrower shall take such reasonable steps to enforce its rights under the Charter and the other Project Agreements which may reasonably be expected to be taken by a prudent FSRU owner or (following the occurrence of an Event of Default which is continuing) which may be required by the Facility Agent.

24.9 Communications under the Charter and any O&M Contract

The Borrower shall advise the Facility Agent promptly upon receipt by the Borrower of a termination notice under the Charter, and as soon as reasonably practicable (but in any event within one (1) Business Day), provide the Facility Agent with a copy of any such notice.

24.10 Technical Adviser

(a) The Borrower shall give the Facility Agent and the Technical Adviser:

(i) reasonable notice of all acceptance tests to be carried out in respect of the Lampung FSRU and/or the Mooring (if it so requires) and copies of its reports on such tests promptly following completion of such tests to the extent necessary to carry out its Agreed Scope of Work;

(ii) promptly upon receipt by the Borrower and/or the O&M Contractor, a copy of any notice received from the Charterer in relation to any material operational issues in respect of the Charter which might reasonably be expected to adversely affect the amount of Charter Hire;

(b) The Technical Adviser is entitled to inspect the Borrower’s and any O&M Contractor’s records (including all drawings and specifications) in relation to the Vessel, the Mooring and the Project on reasonable prior notice to the Borrower or, as the case may be, any O&M Contractor to the extent necessary to carry out its Agreed Scope of Work;

(c) The Borrower shall use best endeavours to ensure that the Technical Advisor shall:

(i) at any time it has a material concern relating to the Project, which has been raised with the Borrower and not resolved, on reasonable prior notice to the Borrower be allowed to visit the Site and/or the Builder’s and/or the Mooring EPC Contractor’s yard and/or to board the Vessel and/or the Mooring to enable the Technical Adviser to investigate such concern (without interfering with or hindering performance of a Project Agreement or the safe and efficient operation of the Vessel or Mooring) and shall be given all proper facilities needed for that purpose;

(ii) following an Event of Default which is continuing, be granted access to any meetings between the Borrower and the Charterer or the Builder or the Mooring EPC Contractor,

in each case subject to the consent of the Charterer or, as the case may be, the Builder or the Mooring EPC Contractor or the Mooring Installation Contractor.

(d) The Borrower shall, and shall procure that the O&M Contractor shall:

(i) provide all necessary co-operation, access and assistance or, as the case may be, procure that the same is provided within their control to enable the Technical Adviser to complete its scope of work and produce the reports in accordance with the Agreed Scope of Work; and

(ii) following the occurrence of an Event of Default which is continuing and on request by the Facility Agent, prepare any report or investigate any concerns of the Facility Agent in each case of such operational or technical matters in respect of the Project as the Facility Agent shall reasonably advise.

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(e) The Borrower shall promptly respond to each material concern referred to in any of the reports specified in the Agreed Scope of Work, at the request of the Facility Agent.

(f) The Technical Adviser shall, until Final Acceptance, provide quarterly progress reports to the Facility Agent with respect to the construction of the Vessel and the Mooring and the Project. In the event that the Technical Adviser determines in a report at any time that there is a funding shortfall to achieve Final Acceptance by the earlier of (i) the Cancellation Date and (ii) 18 March 2015 or that the Project is likely to be delayed beyond such date, the Facility Agent shall notify the Borrower and the Borrower and the Lenders (in consultation with the Technical Adviser) shall use reasonable endeavours to agree the extent to which any funding shortfall to achieve Final Acceptance or such forecast delay exists, within a period of thirty (30) days after the date on which the Facility Agent notifies the Borrower that the Technical Adviser’s report has determined that there is such a funding shortfall or forecast delay (the Negotiation Period). The Technical Adviser shall update such report promptly at the end of the Negotiation Period, if applicable, to reflect any revisions consequent on the information and clarifications provided by the Borrower in such period. If there has been a Negotiation Period, then unless otherwise agreed within the Negotiation Period, the Technical Adviser’s report (as updated if applicable) shall be conclusive and binding on all parties.

24.11 Advisers

The Borrower shall co-operate with, and shall from Delivery ensure that the O&M Contractor and use reasonable endeavours to ensure that each other party to the Project Agreements cooperates with reasonable requirements of the Technical Adviser and the Insurance Advisor.

24.12 Negative covenants

The Borrower shall not, and shall from Delivery procure that no O&M Contractor shall, without the prior written consent of the Facility Agent (acting on the instructions of the Lenders) agree to any Change in Location (such consent not to be unreasonably withheld or delayed), other than (a) within the Permitted Location for the normal operational duties or (b) in case of emergencies or where required for the safety of, maintenance or repair of the Vessel and/or its crew and personnel or (c) where required under the Charter for laying up of the Lampung FSRU in accordance with clause 28.1 of the Charter.

24.13 K-sure Policy

(a) The Borrower shall take all action reasonably requested by the K-sure Agent or the Facility Agent to avert any risk covered by the K-sure Policy.

(b) The Borrower shall not take any action or omit to take any action which would:

(i) result in the restriction, reservation, annulment or termination of the K-sure Policy; or

(ii) give rise to an exclusion or defence to payment by K-sure applicable to an insured loss under the K-sure Policy.

(c) The Borrower shall not waive any right, claim or cause of action or other remedy or accept any offer of compensation in respect of an insured loss under the K-sure Policy.

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(d) The Borrower agrees that, in the event that the Security Agent has filed or intends to file a claim for payment under K-sure Policy, the Borrower shall:

(i) use its best efforts to assist in filing a claim for compensation, indemnity or reimbursement in respect of any loss;

(ii) use its best efforts to co-operate in good faith with the Security Agent and K-sure with respect to any verification of claim, eligibility or amount by any such person (including but not limited to providing evidence, documentation, information, certificates and other forms of proof reasonably requested in connection therewith).

25 Dealings with the Vessel

The Borrower undertakes that this clause 25 will be complied with throughout the Mortgage Period.

25.1 Vessel’s name and registration

(a) The Lampung FSRU’s name shall only be changed after prior notice to the Facility Agent.

(b) The Lampung FSRU shall remain permanently registered with the relevant Registry under the laws of the Flag State. Except with approval of the Lenders, the Lampung FSRU shall not be registered under any other flag or at any other port or fly any other flag (other than that of the Flag State). If that registration is for a limited period, it shall be renewed at least 45 days before the date it is due to expire and the Facility Agent shall be notified of that renewal at least 30 days before that expiry date.

(c) Nothing will be done and no action will be omitted by the Borrower or any other Obligor if that might result in such registration being forfeited or imperilled or the Vessel being required to be registered under the laws of another state of registry.

25.2 Sale or other disposal of the Vessel

Except:

(a) with approval of the Lenders and K-sure; or

(b) for the 50% Acquisition Terms and any sale that complies with clause 9.7 (Sale of Vessel) and in each case where the Secured Obligations have been, or will be concurrently with the sale, prepaid in full; or

(c) in accordance with clause 29.8(b) (Disposals),

the Borrower will not sell, or agree to, transfer, abandon or otherwise dispose of the Vessel or any share or interest in it or agree to do so (other than as contemplated in paragraph (b) above and pursuant to the Finance Documents).

25.3 Sale of the Mooring

Except a sale or transfer to the Charterer pursuant to and in accordance with the terms of the Charter and where the Mooring Tranche Loan has been, or will be concurrently with the sale or transfer, prepaid and/or repaid in full, the Borrower will not sell, transfer, abandon or otherwise dispose of the Mooring or any share or interest in it or agree to do so (other than as contemplated in this clause 25.3 and pursuant to the Finance Documents).

25.4 Conveyance on default

Following the occurrence of an Event of Default which is continuing, where the Vessel is (or is to be) sold in exercise of any power conferred by the Security Documents, the Borrower shall, upon the Facility Agent’s request, immediately execute such form of transfer of title to the Lampung FSRU as the Facility Agent may require.

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25.5 Chartering

Except with approval, the Borrower shall not enter into any charter commitment for the Vessel (except for the Charter and the O&M Contracts).

25.6 Movement of parts

Except with approval, the Borrower shall not allow any machinery, equipment or materials which are an integral part of the Vessel to be removed outside the Permitted Location except as and when necessary to repair or replace them.

25.7 Sanctions:

(a) The Borrower shall not, and shall not permit or authorize any other person to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of any Loan to fund any trade, business or other activities: (i) involving or for the benefit of any Restricted Party, or (ii) in any other manner that would reasonably be expected to result in any Obligor or any Lender being in breach of any Sanctions (if any to the extent applicable to any of them) or becoming a Restricted Party.

(b) The Borrower shall not permit or authorize and shall use reasonable endeavours to prevent the Vessel being used directly or indirectly: (i) by or for the benefit or any Restricted Party; and/or or (ii) in any business which could reasonably be expected to expose the Vessel or the Finance Parties to enforcement proceedings or any other adverse consequences whatsoever arising from Sanctions.

26 Condition and operation of Vessel

The Borrower undertakes that this clause 26 will be complied with in relation to the Vessel throughout the Mortgage Period.

26.1 Repair

The Vessel shall be kept in a good, safe and efficient state of repair. The quality of workmanship and materials used to repair the Vessel or replace any damaged, worn or lost parts or equipment shall be sufficient to ensure that the Vessel’s value is not reduced (fair wear and tear excepted) as a result of any repair or replacement.

26.2 Modification

Except with approval or as permitted under this Agreement, the structure, type or performance characteristics of the Vessel shall not be modified in a way which might reasonably be expected to materially alter the Vessel in a manner that would materially reduce its value.

26.3 Removal of parts

Except with approval, no material part of the Vessel shall be removed from the Vessel if to do so would materially reduce its value (unless for repair or if at the same time it is replaced with equivalent parts or equipment owned by the Borrower free of any Security Interest except under Permitted Security Interests).

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26.4 Third party owned equipment

Except with approval, equipment owned by a third party (other than the Mooring) shall not be installed on the Vessel if it cannot be removed without risk of causing damage to the structure or fabric of the Vessel or incurring significant expense.

26.5 Maintenance of class

The Lampung FSRU’s class shall be, and shall be maintained throughout the Mortgage Period as, the Classification.

26.6 Surveys

The Lampung FSRU shall be submitted to surveys which are required for it to maintain the Classification as its class. Copies of reports of those surveys shall be provided promptly to the Facility Agent if it so requests.

26.7 Notice of drydockings

(a) The Borrower shall ensure that the Vessel is not put into drydock without the consent of the Facility Agent (acting on the instructions of the Majority Lenders, in consultation with the Technical Advisor if required), such consent not to be unreasonably withheld or delayed.

(b) In the event that the Vessel is drydocked in accordance with clause 26.7(a), the Facility Agent shall be given reasonable advance notice of any intended drydocking of the Vessel (whatever the purpose of that drydocking) and of the intended yard in which such drydocking is to be carried out. No drydocking may be carried out in a yard which is not approved by the Facility Agent (acting on the instructions of the Majority Lenders), such approval not to be unreasonably withheld or delayed.

26.8 Prevention and release from arrest

All debts, damages, liabilities and outgoings which have given, or may reasonably be expected to give, rise to maritime, statutory or possessory liens on, or claims enforceable against, the Vessel, the Earnings or Insurances shall be promptly paid and discharged when due.

26.9 Notification of certain events

The Facility Agent shall promptly after the Borrower becomes aware of such event be notified of:

(a) any damage to the Vessel where the cost of the resulting repairs is reasonably likely to exceed the Major Casualty Amount;

(b) any occurrence which is reasonably likely to result in the Vessel becoming a Total Loss;

(c) any requisition of the Vessel for hire other than under the Charter;

(d) any requirement or recommendation made in relation to the Vessel by any insurer or the Classification Society or by any competent authority which is not, or cannot be, complied with in the manner or time required or recommended; and

(e) any arrest or detention of the Vessel or any exercise or purported exercise of a lien or other claim on the Vessel or the Earnings or Insurances other than the Finance Documents.

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26.10 Repairers’ liens

Except with approval of the Facility Agent (acting reasonably), the Lampung FSRU shall not be put into any other person’s possession for work to be done on the Lampung FSRU if the cost to the Borrower of that work will exceed or is likely to exceed the Major Casualty Amount unless that person gives the Security Agent a written undertaking in approved terms not to exercise any lien on the Vessel or the Vessel’s Earnings for any of the cost of such work.

26.11 Codes

The Vessel and the Obligors responsible for its operation shall at all times comply with the requirements of any applicable code or prescribed procedures required to be observed by the Vessel or in relation to its operation under any applicable law or regulation (including but not limited to those currently known as the ISM Code and the ISPS Code) to the extent that failure to comply has or could reasonably be expected to have a Material Adverse Effect or a material adverse effect on any Obligor’s ability to perform its obligations under the Material Project Agreements to which it is a party. The Facility Agent shall promptly be informed of:

(a) any threatened or actual withdrawal of any certificate issued in accordance with any such code which is or may be applicable to each of the Vessel and its operation and required by the Borrower for the purposes of the Charter; and

(b) the receipt of notification that any application for such a certificate has been refused.

26.12 Lawful use

The Vessel shall not be employed:

(a) in any way or in any activity which is unlawful under applicable international law or the domestic laws of Indonesia;

(b) in storing illicit or prohibited goods;

(c) in a way which may make it liable to be condemned by a prize court or destroyed, seized or confiscated; or

(d) in carrying contraband goods,

and the persons responsible for the operation of the Vessel shall take all necessary and proper precautions to ensure that this does not happen.

26.13 War zones

(a) Except with the approval of the Facility Agent (acting on the instructions of the Lenders and K-sure), the Vessel shall not enter or remain in any zone which has been declared a war zone by any applicable government entity or the Vessel’s war risk insurers.

(b) If approval is granted for the Vessel to enter or remain in any such war zone, any requirements of the Facility Agent and/or the Vessel’s insurers necessary to ensure that the Vessel remains properly and fully insured in accordance with the Finance Documents (including any requirement for the payment of extra insurance premiums) and agreed by the Borrower for the purposes of such approval shall be complied with.

26.14 Valuations

On an annual basis, the Borrower (at its cost) shall provide to the Facility Agent the valuation of the Vessel carried out by a reputable international broker.

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27 Insurance

The Borrower undertakes that this clause 27 shall be complied with at all times throughout the Facility Period.

27.1 Insurance terms

In this clause 27:

excess risks means the proportion (if any) of claims for general average, salvage and salvage charges not recoverable under the hull and machinery insurances of a vessel in consequence of the value at which the vessel is assessed for the purpose of such claims exceeding its insured value.

excess war risk P&I cover means cover for claims only in excess of amounts recoverable under the usual war risk cover including (but not limited to) hull and machinery, crew and protection and indemnity risks.

hull cover means insurance cover against the risks identified in clause 27.2(a)(i).

minimum hull cover means an amount equal at the relevant time to 120% of such proportion of the Loans.

P&I association means a protection and indemnity association which is a member of the International Group of protection and indemnity associations (or, if the International Group ceases to exist, any other leading protection and indemnity association or other leading provider of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the hull cover)

P&I risks means the usual risks (including liability for oil pollution, excess war risk P&I cover) covered by a P&I association.

27.2 Coverage required

The Lampung FSRU and the Mooring shall be insured:

(a) In the case of the Lampung FSRU, on and at all times after Delivery,

(i) against fire and usual marine risks (including excess risks) and war risks (including war protection and indemnity risks and terrorism risks) on an agreed value basis, for at least its minimum hull cover and no less than US$400,000,000;

(ii) against P&I risks for such amount then available in the insurance market for vessels of similar age, size and type as the Vessel as would be reasonable and expected for a prudent FSRU operator to insure against (but, in relation to liability for oil pollution, for an amount of not less than $500,000,000);

(iii) against such other risks and matters which would be reasonable and expected in the international insurance market from time to time (such as Workmen’s Compensation and/or Employer’s Liability or Third Party Legal Liability Insurance) for a prudent FSRU operator to insure against and which are proposed by the Facility Agent in consultation with the Borrower and the Insurance Adviser.

(iv) on terms which comply with the other provisions of this clause 27; and

(b) In the case of the Lampung FSRU, on and at all times from the earlier of (i) Arrival Time (as defined in the Charter) or (ii) Final Acceptance against loss of hire for a daily amount sufficient to cover in full the aggregate of the Capital Element, the Operating and Maintenance Element and all Tax payable by the Borrower not (i) covered by the Tax

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Element or (ii) otherwise payable by or to be reimbursed by the Charterer under the Charter of not less than 180 days (after deductible of 20 days) each accident or occurrence and in all; and

(c) In the case of the Mooring, on and at all times after delivery of the Mooring to the Borrower under the Mooring EPC Contract until transfer to the Charterer, the Mooring shall at all times be insured: (i) with a Construction All Risk (CAR) Insurance on an agreed value for physical loss or damage to property, including third party liability insurance for limit USD 50,000,000.

27.3 Placing of cover

The insurance coverage required by clause 27.2 (Coverage required) shall be:

(a) in the name of the Borrower (in the case of the Vessel’s hull cover) and no other person (other than the Security Agent if required by the Facility Agent, the Charterer, any O&M Contractor and any other person which is approved and where, if so required by the Facility Agent, such person (other than the Charterer) has duly executed and delivered a first priority assignment and/or subordination of its interest in the Insurances (other than protection and indemnity insurances) to the Security Agent in an approved form and provided such supporting documents and opinions in relation to that assignment as the Facility Agent requires);

(b) if the Facility Agent so requests, in the joint names of the Borrower and Security Agent (and, to the extent reasonably practicable in the insurance market, without liability on the part of the Security Agent for premiums or calls);

(c) in dollars or another approved currency; and

(d) on terms reasonable in accordance with international insurance market practice and the requirements of the Charter (the Borrower to consult with the Facility Agent on such terms in the case of the first placing of any such insurance and, in the case of P&l Risks, with a P&I association(s). Each of the policies shall be placed with insurers with an Approved Credit Rating (or, if placed with insurers with no credit rating or a credit rating lower than the Approved Credit Rating, reinsured not less than 98% (or such lower percentage as is then required by applicable law) with reinsurers so that not more than 20% of each policy is placed with reinsurers with a credit rating for its long term indebtedness of not less than BBB with Standard & Poor’s Rating Agency (or the equivalent rating with another internationally recognised credit rating agency) and otherwise with reinsurers with an Approved Credit Rating and in all respects subject to the execution of the Reinsurance Fiduciary Assignment in the case of an Indonesian primary insurer).

27.4 Deductibles

The aggregate amount of any excess or deductible under the Vessel’s hull cover shall not exceed an amount not exceeding $500,000.

27.5 Mortgagee’s insurance

The Borrower shall promptly reimburse to the Facility Agent the cost (pre-approved by the Borrower, such approval not to be unreasonably withheld or delayed) (with certification by the Facility Agent being prima facie evidence) of taking out and keeping in force in respect of the Vessel on terms in line with international market standards, or in considering or making claims under, a mortgagee’s interest insurance for the benefit of the Finance Parties for an amount acceptable to K-sure and up to its minimum hull cover.

27.6 Fleet liens, set off and cancellations

If the Vessel’s hull cover also insures other vessels, the Security Agent shall either be given an undertaking in approved terms by the brokers or (if such cover is not placed through

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brokers or the brokers do not, under any applicable laws or insurance terms, have such rights of set off and cancellation) the relevant insurers that the brokers or (if relevant) the insurers will not:

(a) set off against any claims in respect of the Vessel any premiums due in respect of any of such other vessels insured; or

(b) cancel that cover because of non-payment of premiums in respect of such other vessels,

or the Borrower shall ensure that hull cover for the is provided under a separate policy from any other vessels.

27.7 Payment of premiums

All premiums, calls, contributions or other sums payable in respect of the Insurances shall be paid punctually.

27.8 Details of proposed renewal of Insurances

(a) At least twenty one (21) days before any of the Insurances are due to expire, the Facility Agent shall be told the names of the brokers, insurers and associations proposed to be used for the renewal of such Insurances and either that there is no change in the amounts, risks and terms in, against and on which the Insurances are proposed to be renewed or that there will be changes. If any of the terms of such Insurances are changed then the Borrower will on request by the Facility Agent provide details of such changes.

(b) The Borrower will procure that the relevant brokers and/or insurers and or P&I Club will provide the Facility Agent with pro forma copies of all policies relating to the Insurances that are to be effected or renewed.

27.9 Instructions for renewal

At least seven (7) days before any of the Insurances are due to expire, instructions shall be given by the Borrower to brokers, insurers and associations for them to be renewed or replaced on or before their expiry.

27.10 Confirmation of renewal

The Insurances shall be renewed or replaced upon their expiry or replacement in a manner and on terms which comply with this clause 27 and confirmation of such renewal or replacement given by the relevant brokers or insurers to the Facility Agent at least seven (7) days (or such shorter period as may be approved) before such expiry or replacement.

27.11 P&I guarantees

Any guarantee or undertaking required by any protection and indemnity or war risks association in relation to the Vessel shall be provided when required by the association.

27.12 Insurance documents

The Facility Agent shall be provided with cover notes of all insurance and reinsurance policies and other documentation issued by brokers, insurers, reinsurers and associations in connection with the Insurances and the Reinsurances promptly after they have been placed or renewed but in any case no later than thirty (30) days following such placement or renewal.

27.13 Letters of undertaking

Unless otherwise approved where the Facility Agent is satisfied that equivalent protection is afforded by the terms of the relevant Insurances and/or any applicable law and/or a letter of

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undertaking already provided, on each placing or renewal of the Insurances, the Facility Agent shall be provided promptly with letters of undertaking in an approved form (having regard to general insurance market practice and law at the time of issue of such letter of undertaking) from the relevant brokers.

27.14 Insurance Notices and Loss Payable Clauses

The interest of the Security Agent as assignee of the Insurances shall be endorsed on all policies for the Insurances by the incorporation of a Loss Payable Clause and an Insurance Notice in respect of the Vessel.

27.15 Insurance correspondence

If so requested by the Facility Agent, the Facility Agent shall promptly be provided with copies of all material written communications between the assureds and brokers, insurers and associations relating to any of the Insurances which are available to the Borrower for provision as soon as they are available to the Borrower to be provided.

27.16 Qualifications and exclusions

All requirements applicable to the Insurances to be complied with by the Borrower shall be complied with and the Insurances shall only be subject to exclusions or qualifications which have been approved by the Insurance Advisor.

27.17 Independent report

The Facility Agent shall be entitled to obtain a detailed report on the adequacy of the Insurances and/or Reinsurances on an annual basis and when the terms of the Insurances and/or Reinsurances have been changed from the Insurance Advisor and the Borrower shall reimburse the Facility Agent for the cost of obtaining any such report on an annual basis and following any change to the terms of such Insurances and/or Reinsurances, provided that such costs have been pre-approved by the Borrower (not to be unreasonably withheld or delayed).

27.18 Collection of claims

All documents and other information and assistance available to be provided by the Borrower and required from the Borrower by the Facility Agent to assist it and/or the Security Agent in trying to collect or recover any claims under the Insurances and/or Reinsurances acting in accordance with the terms of the Finance Documents shall be provided promptly.

27.19 Employment of Vessel

The Vessel shall only be employed or operated in conformity with the terms of the relevant Insurances (including any express or implied warranties) and not in any other way (unless the insurers have consented and any additional requirements of the insurers have been satisfied).

27.20 Declarations and returns

If the Insurances are on terms that require a declaration, certificate or other document to be made or filed before the Vessel sails to, or in the case of the Vessel, operates within, an area, those terms shall be complied with within the time and in the manner required by those Insurances.

27.21 Settlement of claims

Any claim under the Insurances for a Total Loss or Major Casualty shall only be settled, compromised or abandoned with the prior approval of the Facility Agent, acting on the instructions of the Lenders not to be unreasonably withheld in the case of settlement or

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compromise for a Major Casualty (exclusive of any deductible) where the requirements of clause 28.13(a)(ii)(A) are satisfied or for a Total Loss where the Total Loss Proceeds are sufficient to repay the Secured Obligations.

27.22 Further undertaking

The Borrower will, at all times during the Facility Period, take all reasonable action within its power to comply or procure compliance at all times with the terms and conditions of all Insurances (or Reinsurances), and use its reasonable endeavours to procure that nothing is at any time done, or suffered to be done, by any Obligor whereby any Insurance (or Reinsurance) or other insurance required to be maintained by it hereunder, may be impaired, suspended or rendered void or voidable in whole or in part, or any claim becomes uncollectable in full or in part, including, without limitation:

(a) complying with all of the requirements expressly imposed on it under the Insurances;

(b) taking all reasonable action within its power to procure that at all times all parties to the Insurances (other than, if applicable, any Finance Party) comply with all of the requirements under the Insurances; and

(c) complying with the express terms of all Insurances and taking all action necessary to maintain the Insurances as valid and up-to-date insurances.

28 Project Accounts, Receivables and Insurance Proceeds

28.1 The Borrower undertakes with each of the Finance Parties that, from the first Utilisation Date and thereafter, for so long as any Commitment or amount is outstanding under the Finance Documents, it will:

(a) open each of the Project Accounts with the Account Banks (and such other accounts as may from time to time be requested by the Borrower and approved by the Facility Agent) and, in connection therewith, will from time to time complete all “know your customer” and other returns necessary for such process if any;

(b) not withdraw any moneys, certificates of deposit or other securities from any Project Account (other than the Distribution Account) otherwise than in accordance with the provisions of this Agreement and the Account Security; and

(c) not request a withdrawal of any moneys from any Project Account (other than the Distribution Account) without the prior written consent of the Facility Agent if:

(i) an Event of Default has occurred and is continuing or would occur as a result (wholly or partly) of such withdrawal and (in either case) the Facility Agent has notified the Borrower and the Account Bank that no such withdrawal will be permitted; or

(ii) such Project Account is overdrawn or would become overdrawn as a result of such withdrawal.

28.2 With effect from the first Utilisation Date, the Borrower shall:

(a) maintain each of its Project Accounts with an Account Bank;

(b) immediately disclose to the Facility Agent the particulars of any bank accounts of the Borrower other than the Project Accounts and notify the Facility Agent immediately upon opening any bank accounts other than the Project Accounts;

(c) pay and direct that the Charterer and any other relevant person shall pay:

(i) all Total Charter Rate (other than the Tax Element) and other Earnings payable to the Borrower in respect of the Vessel into a Revenue Account in dollars;

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(ii) all the Tax Element payable to the Borrower in respect of the Vessel into the Rupiah Account in rupiah; and

(iii) the Mooring Purchase Price into a Mooring Payment Account;

(d) pay proceeds of Utilisations of the Term Facilities (other than the Utilisations in respect of the Delivery Instalment) and the proceeds of Subordinated Loans, for issuance of Promissory Notes and share subscriptions in the Borrower payable to the Borrower into the Onshore Proceeds Account or the Construction Account (prior to Final Acceptance) or the Offshore Revenue Account (on and following Final Acceptance);

(e) in the case of the proceeds of Utilisations in respect of the Delivery Instalment, pay such proceeds into the Onshore Delivery Account for onward transmission by the Onshore Account Bank to the Builder’s bank in accordance with clause 28.6 (Onshore Delivery Account).

(f) pay or procure the payment of all compensation from time to time during the Facility Period received in respect of any requisition of the Vessel for hire into a Revenue Account;

(g) direct the Hedging Banks to pay any moneys received or receivable from the Hedging Banks under or pursuant to the Hedging Contracts into a Revenue Account and provided that any Hedging Banks who are party to this Agreement shall be deemed to have received such direction;

(h) permit the Security Agent and the Facility Agent to apply all Earnings in respect of the Vessel in accordance with the Security Assignment and/or in accordance with this clause 28;

(i) subject to clause 28.4 (Construction Account) and clause 5.7 (Sponsor Funding), pay all Receivables payable to it (other than the Tax Element and the Mooring Purchase Price) or procure that such proceeds are paid into either Revenue Account, for application in accordance with 28.7 (Onshore Revenue Account) and/or 28.8 (Offshore Revenue Account);

(j) pay all Insurance Proceeds and Liability Insurance Proceeds in respect of the Vessel, received by it whether greater or less than the Major Casualty Amount, or procure that such proceeds are paid, in the manner contemplated by clause 28.13 (Insurance Proceeds Account); and

(k) pay the proceeds of any Permitted Financial Indebtedness payable to the Borrower into a Project Account (other than the Distribution Account or the Rupiah Account) as the circumstances may require to be notified by the Borrower to the Facility Agent.

28.3 If any money credited to any of the dollar denominated Project Accounts is denominated in a currency other than (a) dollars or (b) currencies that are not freely convertible as determined by the relevant authorities and/or the relevant Account Bank from time to time, then the Borrower irrevocably authorises the relevant Account Bank to convert the amount received into dollars at the rate of exchange then prevailing in the market in accordance with the relevant Account Bank’s normal operating practices and any incidental costs of making such conversion in accordance with this clause shall be borne by the Borrower.

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28.4 Construction Account

(a) Payments

The Borrower shall ensure that at all time prior to Final Acceptance, except as provided in clause 5.7 (Sponsor Funding), or as otherwise contemplated in clauses 28.2, 28.5, 28.6, 28.7 (Onshore Revenue Account), 28.14 (Rupiah Account) and 28.15, all amounts received by the Borrower in respect of Utilisations, under Hedging Contracts or Project Agreements, Sponsor Funding and liquidated damages are paid into the Construction Account.

(b) Withdrawals

The Borrower shall be entitled to withdraw funds from the Construction Account to: (i) meet any Project Costs and payments under the Finance Documents; (ii) prepay any Loan required to be prepaid pursuant to clause 5.7 (Sponsor Funding); (iii) transfer to the Distribution Account the proceeds of any Utilisation which have been transferred into the Construction Account and are permitted to be transferred into the Distribution Account pursuant to clause 5; and (iv) after the Final Acceptance Date transfer any amounts on such account to the Offshore Revenue Account, and for each such withdrawal the Borrower shall deliver a Borrower Withdrawal Request to the relevant Account Bank (with a copy to the Facility Agent) no later than two (2) Business Days prior to the relevant payment date.

(c) Final Acceptance

The Borrower hereby irrevocably authorises and instructs the relevant Account Bank to transfer (and the Offshore Account Bank agrees to make such transfer upon receipt of a Borrower Withdrawal Request provided no later than two (2) Business Days prior to such transfer date) on the date falling ten (10) Business Days after the Final Acceptance Date all moneys standing to the credit of the Construction Account first to prepay any Loan then required to be prepaid pursuant to clause 5.7 (Sponsor Funding) to ensure that the ratio of Sponsor Funding to the outstanding Loans is not less than 1:3 and the remainder if any transferred to the Offshore Revenue Account.

28.5 Onshore Proceeds Account

(a) Payments

No later than one (1) Business Day following receipt of any payment into the Onshore Proceeds Account, the relevant Account Bank shall transfer (and the Borrower hereby irrevocably authorises and instructs that Account Bank to make such transfer) such amount to the Construction Account (prior to the Final Acceptance Date) and to the Offshore Revenue Account (on and following the Final Acceptance Date). The Borrower shall notify the Onshore Account Bank of the occurrence of the Final Acceptance Date on the Final Acceptance Date and within two (2) Business Days of receipt of such notice the Onshore Account Bank shall ensure that amounts are transferred to the Offshore Revenue Account in accordance with this clause 28.5(a).

(b) Withdrawals

The Onshore Account Bank shall make the transfers required pursuant to clause 28.5(a) automatically and no Borrower Withdrawal Request shall be required for such transfer. During the Facility Period, the Borrower shall not withdraw or request a withdrawal of moneys from the Onshore Proceeds Account except (i) as provided for in clause 28.5(a), (ii) in accordance with the terms of the Account Security or (iii) with the Lenders’ prior written consent.

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28.6 Onshore Delivery Account

(a) Payments

No later than one (1) Business Day following receipt of the proceeds of Utilisations in respect of the Delivery Instalment into the Onshore Delivery Account, unless the Borrower, Lenders and the Onshore Account Bank otherwise agree, the Onshore Account Bank shall upon receipt of a Facility Agent Withdrawal Request provided two (2) Business Days prior to the relevant transfer date, transfer (and the Borrower hereby irrevocably authorises and instructs that Account Bank to make such transfer) such amount to the Builder’s bank in accordance with Article (X)(4)(a)(ii) of the Building Contract. The transfer shall be accompanied by a MT199 message in a form agreed by the Borrower, relevant Account Bank and the Lenders and funds shall be released to the Builder in accordance with clause 4.2(b).

(b) Withdrawals

During the Facility Period, the Borrower shall not withdraw or request a withdrawal of moneys from the Onshore Delivery Account except (i) as provided for in clause 28.6(a), (ii) in accordance with the terms of the Account Security or (iii) with the Lenders’ prior written consent.

28.7 Onshore Revenue Account

(a) Payments

No later than one (1) Business Day following receipt of any payment into the Onshore Revenue Account, the relevant Account Bank shall transfer (and the Borrower hereby irrevocably authorises and instructs that Account Bank to make such transfer) such amount to the Offshore Revenue Account.

(b) Withdrawals

No Borrower Withdrawal Request shall be required for a transfer pursuant to clause 28.7(a). During the Facility Period, the Borrower shall not withdraw or request a withdrawal of moneys from the Onshore Revenue Account except (i) as provided for in clause 28.7(a), (ii) in accordance with the terms of the Account Security or (iii) with the Lenders’ prior written consent.

28.8 Offshore Revenue Account

(a) Payment Cascade

Subject to clause 28.8(c) and clause 28.8(e), the Borrower shall apply the amounts standing to the credit of the Offshore Revenue Account in the following order of priority:

(i) up to twice in any month, in or towards payment in dollars to the Offshore Operating Account of an amount which, when taken together with all other payments under this sub-paragraph in the same financial year, does not exceed 125% of the Projected Operating Expenses payable in that month and each prior month in that financial year as specified in the Project Budget Statement for that financial year;

(ii) secondly, on each Repayment Date and/or at any other time when such fees or prepayments are due, in payment in dollars of all fees (including commitment fee), expenses, charges and prepayments of Loans and accrued interest on such amounts prepaid due to the Finance Parties pursuant to the Finance Documents to the extent not paid from the Retention Account or in the case of the Mooring Tranche Loans the Offshore Mooring Payment Account;

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(iii) thirdly, on any date to pay any amounts which are due and payable under the Finance Documents and not otherwise referred to in this clause 28.8(a) or clause 28.9 or payable on a date otherwise than as set out in this clause 28.8(a) or clause 28.9;

(iv) fourthly, on each date (being a Business Day calculated in accordance with clause 1.2(a)(xix)) (a retention date) falling 1 month after the date (the start date) three months before the First Repayment Date and at 1 month intervals after that, the Borrower shall pay into the Retention Account the lower of: (A) the balance on the Offshore Revenue Account on such date after any payments in priority to this paragraph (iii) are made and (B) such amount as will ensure that the amount credited to the Retention Account is the relevant fraction of:

(A) the aggregate of all amounts in respect of interest (including any default interest) due on an Interest Payment Date falling at the end of any Interest Period current or ending on that retention date and payable under the Finance Documents and projected Net Hedging Expenses (if a positive number) in respect of the period ending on the relevant Interest Payment Date;

(B) all amounts in respect of principal on Loans payable on the first Repayment Date (other than LC Loans unless such date is the FSRU Tranche Final Maturity Date and the Mooring Tranche Loans unless the Mooring Purchase Price has been transferred to the Offshore Revenue Account from the Offshore Mooring Payment Account) that falls on or after such retention date and payable under clause 8 (Repayment) (or otherwise pursuant to the Finance Documents); and

(C) any swap termination sums / close-out payments payable to the Hedging Banks under the Hedging Contracts on the first Repayment Date that falls on or after such retention date.

The relevant fraction of such an amount referred to in paragraphs (A) to (C) as at a retention date will be the fraction whose numerator is the number of retention dates from the beginning of that Interest Period (in the case of an amount referred to in paragraph A) (but excluding any retention date at the start of such period) up to and including the relevant retention date or (in the case of an amount referred to in paragraph B or C) since the start date or, if later, the previous Repayment Date (but excluding any retention date at the start of such period) and whose denominator is the number of retention dates from the beginning of that Interest Period (in the case of an amount referred to in paragraph A) (but excluding any retention date at the start of such period) up to and including the relevant Interest Payment Date or (in the case of an amount referred to in paragraph B or C) the number of retention dates falling during the period beginning on the previous K-sure Facility Repayment Date (or the start date in the case of the retention dates before the First Repayment Date) (but in each case excluding any retention date at the start of such period) and ending on the K-sure Facility Repayment Date immediately following the start of such period;

(v) fifthly, at the option of the Borrower in transfer to the Retention Account of any amount;

(vi) sixthly, on the relevant due date in payment of any amounts that are payable from the Retention Account but are unable to be paid from the amounts standing to the credit of the Retention Account;

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provided that if there would, but for this proviso, be inadequate moneys standing to the credit of the Offshore Revenue Account on the relevant due date to make the payments referred to in paragraphs (ii), (iii) and/or (vi) above in full, then the relevant shortfall shall be met from any funds available first, in the Debt Service Reserve Account (or available to be drawn under any DSRA Letter of Credit) and, for this purpose, the Borrower hereby authorizes the Facility Agent and the Account Banks to apply the funds on the Debt Service Reserve Account (or available to be drawn under any DSRA Letter of Credit) for such purpose and the Facility Agent, the Security Agent and the relevant Account Bank must apply such amounts for that purpose and in the case of the Facility Agent sign the relevant Facility Agent Withdrawal Request for such payment;

(vii) seventhly, on each Repayment Date, in transfer to the Debt Service Reserve Account of such amount (up to the balance remaining on the Offshore Revenue Account) needed to ensure that the DSRA Balance is equal to the applicable Debt Service Reserve at such time;

(viii) eighthly, on each FSRU Tranche Repayment Date falling after the Due Date, any moneys remaining on the Offshore Revenue Account after the applications under the preceding paragraphs of this clause 28.8(a) (Payment Cascade) have been made in full shall be paid to the Facility Agent in prepayment of the LC Loans (in inverse order of maturity) and otherwise in accordance with clause 9.13 (Restrictions) until the LC Loans have been prepaid in full;

(ix) ninthly, at the option of the Borrower, to the Facility Agent in prepayment of any of the Loans in accordance with clause 9.13 (Restrictions); and

(x) tenthly, (provided no Proceeds Application Event has occurred for which the relevant required prepayments have not been made) on each Repayment Date or within thirteen (13) Business Days thereafter, any moneys remaining on the Offshore Revenue Account after the applications under the preceding paragraphs of this clause 28.8(a) (Payment Cascade) have been made in full for the applicable date may be transferred to the Distribution Account provided that no Distribution Restriction shall have occurred and be continuing.

(b) To ensure compliance with clause 28.8(a), the Borrower shall:

(A) in respect of transfers to any third parties (other than the Facility Agent) in accordance with clause 28.8(a), provide the Facility Agent with a Facility Agent Withdrawal Request signed by the Borrower no later than four (4) Business Days prior to the relevant payment date and the Facility Agent shall, provided that such Facility Agent Withdrawal Request is in compliance with this clause 28.8 or appears to it to be so in compliance, deliver to the relevant Account Bank the countersigned Facility Agent Withdrawal Request no later than two (2) Business Days before the relevant payment date;

(B) in respect of transfers to the Distribution Account in accordance with this clause 28.8 (Offshore Revenue Account), provide the Facility Agent with a Facility Agent Withdrawal Request signed by the Borrower (and in the case of a transfer on or after the First Repayment Date a copy of the relevant Compliance Certificate pursuant to clause 20.2(b)) no later than five (5) Business Days prior to the relevant payment date and the Facility Agent shall provide the Lenders with a copy of such Facility Agent Withdrawal Request and, if applicable, the relevant Compliance Certificate. Unless the Majority Lenders have instructed the Facility Agent by such date that the conditions set out in clause 28.8(a)(x) are not met (in the case of a transfer on or after the First Repayment Date) or the withdrawal is not permitted under clause 28.8(e) (in the case of a transfer

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prior to the First Repayment Date), the Facility Agent shall deliver to the relevant Account Bank the countersigned Facility Agent Withdrawal Request no later than two (2) Business Days before the relevant payment date.

(C) in respect of transfers to a Project Account (other than the Distribution Account) in accordance with clause 28.8(a) or clause 28.8(e), deliver a Borrower Withdrawal Request to the relevant Account Bank (with a copy to the Facility Agent) no later than two (2) Business Days prior to the relevant payment date;

(D) on a monthly basis from the Final Acceptance Date within seven (7) Business Days of the end of each calendar month, provide to the Facility Agent a detailed summary of all withdrawals from the Offshore Revenue Account in that calendar month and with appropriate statements and/or information as may be reasonably required by the Facility Agent for the purpose of determining that such withdrawals have been made in compliance with this clause 28.8.

(c) All Receivables (other than the Mooring Purchase Price and the Tax Element) from time to time received by the Borrower, either Agent, the Security Agent or either Account Bank after Final Acceptance shall be paid to and held in the Offshore Revenue Account, except as otherwise contemplated in clause 28.7 (Onshore Revenue Account) and shall in each case, if applicable following transfer to the Offshore Revenue Account, be applied in accordance with this clause 28.8.

(d) Upon the occurrence of a Proceeds Application Event (or if later the date the relevant prepayment is due) and at all times thereafter (until the relevant payments have been made together with the other amounts then due under the Finance Documents), all amounts standing to the credit of the Offshore Revenue Account (including all interest accrued thereon whilst held in the Offshore Revenue Account), together with all Receivables otherwise held by either Agent, the Security Agent, either Account Bank or the Borrower, shall (after providing for any Losses ranking by law in priority to the Secured Obligations) be applied (and, for this purpose, the Borrower hereby instructs the Facility Agent to make such application (and the Facility Agent hereby instructs the Account Banks, and the Borrower hereby authorises the Account Banks to make such payments) as soon as reasonably practicable in paying the following amounts in the following order:

(i) first, in or towards reimbursing all and any expenses and charges properly suffered, incurred or paid by the Finance Parties or any Receiver pursuant to the Finance Documents and all and any remuneration payable to any Receiver pursuant to the Finance Documents;

(ii) secondly, in or towards the required prepayment of the Loans and accrued interest and all other amounts then due under the Finance Documents and any Hedging Debt then due (in each case for further application in accordance with clause 40.6 (Partial payments); and

(iii) thirdly, an amount equal to the balance (if any) shall be paid to the Borrower or as it directs (including in accordance with the order of priorities in clause 28.8(a)).

To ensure compliance with this clause 28.8(d) the Facility Agent shall deliver to the relevant Account Bank a Facility Agent Withdrawal Request (with a copy to the Borrower) for payment in accordance with this clause 28.8(d) no later than two (2) Business Days before the relevant payment date (and the Borrower hereby authorises that Account Bank to make the payment in accordance with such Facility Agent Withdrawal Request).

(e) Notwithstanding clause 28.8(a), the Borrower may: (i) transfer any amounts received into the Offshore Revenue Account prior to the Final Acceptance Date into the Construction

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Account, (ii) transfer to the Distribution Account the proceeds of any Utilisation which have been transferred into the Offshore Revenue Account and are permitted to be transferred into the Distribution Account pursuant to clause 5; and (iii) transfer into the Offshore Operating Account the proceeds of Subordinated Loans, for issuance of Promissory Notes and share subscriptions in the Borrower received by the Borrower and transferred to the Offshore Revenue Account after the Final Acceptance Date.

(f) Withdrawals

During the Facility Period the Borrower shall not withdraw or request a withdrawal of moneys from the Offshore Revenue Account except as provided for in clause 28.8(a) or 28.8(d) or clause 28.8(e) or in accordance with the terms of the Account Security.

(g) Information

Without prejudice to the other provisions of this Agreement, the Borrower undertakes that it will provide to the Facility Agent promptly such information as may be reasonably required by the Facility Agent for the purpose of determining the amounts to be credited to each of the Project Accounts referred to in clause 28.8(a) or otherwise for application in accordance with the provisions of clause 28.8(a).

28.9 Retention Account

(a) The Borrower shall not withdraw amounts standing to the credit of the Retention Account except as permitted by paragraph (b) below. The Borrower may withdraw amounts from the Retention Account by providing the Facility Agent with a Facility Agent Withdrawal Request signed by the Borrower no later than four (4) Business Days prior to the relevant payment date and the Facility Agent shall, provided that such Facility Agent Withdrawal Request is in compliance with this clause 28.9 or appears to it to be so in compliance, deliver to the relevant Account Bank the countersigned Facility Agent Withdrawal Request no later than two (2) Business Day before the relevant payment date.

(b) The Borrower shall apply amounts standing to the credit of the Retention Account in the following order of priority:

(i) firstly, on each Interest Payment Date, in payment in dollars, on a pari passu basis, to:

(A) the Lenders pro rata of all amounts in respect of interest (including any default interest) then due (or overdue) on that Interest Payment Date and payable under the Finance Documents;

(B) the Hedging Banks pro rata of all amounts (other than any swap termination sums / close-out payments under the Hedging Contracts) (if any) then due and payable to the Hedging Banks under the Hedging Contracts in respect of the period ending on that Interest Payment Date;

(ii) secondly, on each Repayment Date, in payment in dollars, on a pari passu basis, to:

(A) the Lenders pro rata of all amounts in respect of principal on Loans (other than LC Loans unless such date is the FSRU Tranche Final Maturity Date and the Mooring Tranche Loans to the extent such Loans are repaid from the Offshore Mooring Payment Account) then due (or overdue) on that Repayment Date and payable under clause 8 (Repayment) (or otherwise pursuant to the Finance Documents); and

(B) the Hedging Banks pro rata of any swap termination sums / close-out payments owing to them under the Hedging Contracts; and

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provided that if there would, but for this proviso, be inadequate moneys standing to the credit of the Retention Account on that Interest Payment Date or Repayment Date to make the payments referred to in paragraphs (i) and (ii) above in full, then the relevant shortfall shall be met from any funds available first, in the Offshore Revenue Account and then from the Debt Service Reserve Account (or available to be drawn under any DSRA Letter of Credit) and, for this purpose, the Borrower hereby authorizes the Facility Agent and the Account Banks to apply the funds on the Offshore Revenue Account and/or Debt Service Reserve Account (or available to be drawn under any DSRA Letter of Credit) for such purpose and the Facility Agent, the Security Agent and the relevant Account Bank must apply such amounts for that purpose and in the case of the Facility Agent sign the relevant Facility Agent Withdrawal Request for such payment;

(iii) thirdly, at the option of the Borrower payment to the Borrower’s Offshore Revenue Account of any amount by which the balance on the Retention Account exceeds that maximum amount then required to be in such account pursuant to clause 28.8(a).

28.10 Operating Accounts

(a) Payments

The Borrower shall be entitled to:

(i) make transfers from the Offshore Operating Account to the Onshore Operating Account for Operating Expenses payable in Rupiah; and

(ii) withdraw funds from the Onshore Operating Account and the Offshore Operating Account to pay any Operating Expenses on such dates and in such amounts as are necessary and transfers to the Offshore Revenue Account permitted by clause 28.13 (Insurance Proceeds Account).

To ensure compliance with this clause 28.10(a) the Borrower shall deliver to the relevant Account Bank a Borrower Withdrawal Request for payment in accordance with this clause 28.10(a) no later than two (2) Business Days before the relevant payment date.

(b) Cash Sweep

The Borrower shall ensure that on 31st December of each year the amounts standing to the credit of the Operating Accounts shall not exceed 125% of the Projected Operating Expenses for January of the following year as set out in the relevant Project Budget Statement. To ensure compliance with this clause 28.10(b), the Borrower shall transfer any such excess to the Offshore Revenue Account and the relevant Account Bank agrees to make such transfer upon receipt of a Borrower Withdrawal Request provided no later than two (2) Business Days prior to the relevant payment date.

(c) Withdrawals

During the Facility Period, the Borrower shall not withdraw or request a withdrawal of moneys from either Operating Account except (i) as provided for in clause 28.10(a) and (b), (ii) in accordance with the terms of the Account Security or (iii) with the Lenders’ prior written consent.

28.11 LC Cash Collateral Account

(a) Except with approval of the Issuing Bank or for the payment or transfer of cash collateral in accordance with clauses 7.7(c) and 7.7(d) (Cash collateralisation), clause 28.11(b) or clause 28.11(c), the Borrower shall not be entitled to withdraw moneys standing to the credit of the LC Cash Collateral Account.

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(b) To ensure compliance with clause 28.11(a) and subject to clause 28.11(b) the relevant Account Bank shall only make a transfer from the LC Cash Collateral Account in accordance with paragraph (a) above and upon receipt of a Borrower Withdrawal Request which is counter-signed by the Issuing Bank and is delivered by the Issuing Bank to the Account Bank no later than two (2) Business Days prior to the relevant payment date (and the Borrower hereby irrevocably authorises and instructs that Account Bank and the relevant Account Bank agrees to make the payment in accordance with such Borrower Withdrawal Request).

(c) The Issuing Bank shall withdraw from the LC Cash Collateral Account any amounts to be withdrawn or paid to it from such account pursuant to clauses 7.7(a) or 7.7(b) and notwithstanding the foregoing paragraphs of this clause 28.11, the Issuing Bank shall be permitted to make withdrawals from the LC Cash Collateral Account in accordance with clause 7.7(a) and 7.7(b) without any intervention of the Borrower or requirement for any Borrower Withdrawal Request, and the Borrower hereby irrevocably authorises and instructs that Account Bank and the relevant Account Bank agrees to process such withdrawal request.

28.12 Debt Service Reserve Account

(a) At any time (unless an Event of Default shall have occurred at such time and be continuing), the Borrower shall be entitled to withdraw moneys standing to the credit of the Debt Service Reserve Account provided that the Borrower has provided a DSRA Letter of Credit (procured by the Shareholders or any of their Affiliates) or to the extent that the DSRA Balance is greater than the Debt Service Reserve. The amount available to be withdrawn shall be such amount that ensures after such withdrawal the DSRA Balance is equal to the Debt Service Reserve. Any such moneys withdrawn from the Debt Service Reserve Account shall be paid into the Distribution Account in the case of the transfer pursuant to the issuance of a DSRA Letter of Credit or the Offshore Revenue Account in the case of a withdrawal due to the DSRA Balance exceeding the Debt Service Reserve other than due to the issue of a DSRA Letter of Credit.

(b) The Borrower shall not enter into any counter indemnity or other obligations with the DSRA L/C Issuer in connection with the issue of any DSRA Letter of Credit. No DSRA L/C Issuer shall be entitled to share in the security constituted by the Security Documents with the Finance Parties by reason of provision of the DSRA Letter of Credit. Each DSRA Letter of Credit shall be renewed and/or replaced by the Borrower with a new DSRA Letter of Credit one month prior to the expiry of the then current DSRA Letter of Credit, provided that the Borrower shall not be obliged to ensure such renewal or replacement if the cash balance on the Debt Service Reserve Account is then equal to the Debt Service Reserve. If not replaced as required pursuant to this paragraph (b), the Security Agent shall be entitled to claim under the existing DSRA Letter of Credit an amount equal to the applicable Debt Service Reserve less the cash balance on the Debt Service Reserve Account and such amount shall be credited to the Debt Service Reserve Account.

(c) The Borrower shall not withdraw or request a withdrawal of moneys from the Debt Service Reserve Account except as provided in clause 28.8(a) (Payment Cascade), clause 28.9 or as provided in paragraph (a) above.

(d) The Borrower shall ensure that on the 8th FSRU Tranche Repayment Date the DSRA Balance is not less than the Debt Service Reserve.

(e) To ensure compliance with this clause 28.12 the relevant Account Bank shall only make a transfer from the Debt Service Reserve Account in accordance with paragraph (a) or (c) above and upon receipt of a Facility Agent Withdrawal Request. The Borrower may withdraw amounts from the Debt Service Reserve Account by providing the Facility Agent with a Facility Agent Withdrawal Request signed by the Borrower no later than four (4) Business Days prior to the relevant payment date and the Facility Agent shall, provided that such Facility Agent Withdrawal Request is in compliance with this clause 28.12 or appears to it to be so in compliance, deliver to the relevant Account Bank the countersigned Facility Agent Withdrawal Request no later than two (2) Business Day before the relevant payment date.

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28.13 Insurance Proceeds Account

(a) Unless an Event of Default has occurred and is continuing, all Insurance Proceeds from time to time received by the Borrower, the Security Agent or either Account Bank during the Facility Period shall (after providing for any Losses ranking by law in priority to the Secured Obligations) be applied as follows:

(i) if those Insurance Proceeds are in an amount less than the Major Casualty Amount, an amount equal to those Insurance Proceeds shall be paid to the Operating Account and the Borrower shall use such Insurance Proceeds in repairing or replacing such asset or property and/or in discharging the liability in respect of which they have been paid except to the extent that the repairs or replacement are unnecessary for continued operation or have already been paid for and/or the liability already discharged or those Insurance Proceeds exceed the cost of repair in which case such excess Insurance Proceeds shall be transferred to the Offshore Revenue Account and if a Termination Date has occurred applied in accordance with clause 28.18 (Application after Termination Date);

(ii) if those Insurance Proceeds are in an amount equal to or exceeding the Major Casualty Amount an amount equal to those Insurance Proceeds shall be paid into the Insurance Proceeds Account and thereafter:

(A) if the Borrower is able to demonstrate to the satisfaction of the Lenders (acting reasonably and on the advice of the Technical Adviser and in consultation with the Borrower) that it is technically feasible to repair or replace and make good the relevant damage or loss with a financial model showing (1) a projected average Debt Service Coverage Ratio (for the purpose of clause 21) of 1.10:1 and (2) projected sufficient cash and cash flow (including the existing and projected cash balance on the Debt Service Reserve Account and amounts then available to be drawn down under any DSRA Letter of Credit) to pay Debt Service, in each case for the remainder of the Facility Period, an amount equal to those Insurance Proceeds shall be paid:

(1) to the Borrower (to such account as is advised by the Borrower), following receipt by the Facility Agent from the Borrower of evidence reasonably satisfactory to the Facility Agent that the relevant damage or loss has been properly made good and repaired and that all repair accounts and other liabilities whatsoever in connection with that damage or loss have been fully paid and discharged by the Borrower; or

(2) to the persons or person effecting the repairs to the Vessel on account of those repairs in the course of those repairs being effected (if staged payments for such repairs are required) or after those repairs have been effected (in all other circumstances);

(B) if the Lenders have not provided their consent to the application in accordance with paragraph (a) (such consent not to be unreasonably withheld or delayed), those Insurance Proceeds that are not applied as contemplated by paragraph (A) above shall be paid into the Offshore Revenue Account for application in accordance with clause 28.18 (Application after Termination Date).

(b) All amounts of Liability Insurance Proceeds from time to time received by the Borrower, the Security Agent or the Account Banks during the Facility Period shall be paid to the person

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who incurred the liability or who suffered the damage to which those Liability Insurance Proceeds relate or, where that liability has been satisfied, to the person who has satisfied that liability, in reimbursement to that person of the monies expended by it in satisfaction of that liability, in each case and to the extent applicable, following the receipt by the Security Agent from the Borrower of evidence satisfactory to the Security Agent acting reasonably that the relevant liability or damage was incurred or suffered or, as the case may be, that the relevant liability has been satisfied.

(c) All amounts of Loss of Hire Insurance Proceeds from time to time received by the Borrower, the Security Agent or the Account Banks during the Facility Period shall be paid into the Offshore Revenue Account.

(d) If an Event of Default is continuing, all amounts of Insurance Proceeds and/or Liability Insurance Proceeds from time to time received or held by the Security Agent or the Account Banks shall be applied in accordance with clause 37.23 (Order of application).

(e) To ensure compliance with this clause 28.13:

(i) the Borrower shall provide its instructions for payment (by providing the relevant Facility Agent Withdrawal Request signed by the Borrower) in accordance with this clause 28.13 to the Facility Agent (for its confirmation of compliance) no later than five (5) Business Days prior to the relevant payment date; and

(ii) the relevant Account Bank shall only make a transfer from the Insurance Proceeds Account upon receipt of a Facility Agent Withdrawal Request countersigned by the Facility Agent no later than two (2) Business Days prior to the relevant payment date (and the Borrower hereby irrevocably authorises and instructs the relevant Account Bank to make the payment in accordance with such Facility Agent Withdrawal Request).

28.14 Rupiah Account

(a) The Borrower shall not withdraw or request a withdrawal of moneys from the Rupiah Account other than in payment of its Tax obligations.

(b) To ensure compliance with this clause 28.14, the relevant Account Bank shall only make a transfer from the Rupiah Account upon receipt of a Borrower Withdrawal Request which is delivered by the Borrower to that Account Bank no later than two (2) Business Days prior to the relevant payment date.

28.15 Onshore Mooring Payment Account

(a) Payments

No later than one (1) Business Day following receipt of any payment into the Onshore Mooring Payment Account, the relevant Account Bank shall transfer (and the Borrower hereby irrevocably authorises and instructs that Account Bank to make such transfer) such amount to the Offshore Mooring Payment Account.

(b) Withdrawals

No Borrower Withdrawal Request shall be required for a transfer pursuant to clause 28.15(a). During the Facility Period, the Borrower shall not withdraw or request a withdrawal of moneys from the Onshore Mooring Payment Account except (i) as provided for in clause 28.15(a), (ii) in accordance with the terms of the Account Security or (iii) with the Lenders’ prior written consent.

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28.16 Offshore Mooring Payment Account

(a) The Borrower shall not withdraw or request a withdrawal of moneys from the Offshore Mooring Payment Account other than to (i) make any payment or repayment in respect of the Mooring Tranche in accordance with this Agreement; (ii) transfer amounts to the Construction Account or, following Final Acceptance the Offshore Revenue Account; or (iii) transfer moneys standing to the credit of the Offshore Mooring Payment Account to the Distribution Account provided always that (in the case of transfers to the Distribution Account):

(i) the Mooring Tranche of the Commercial Facility has first been repaid in full and no Event of Default has occurred and is continuing; and

(ii) the Technical Advisor has confirmed to the Facility Agent on or prior to the proposed withdrawal date that the Borrower has sufficient funds to achieve Final Acceptance (taking into account any monies transferred from the Offshore Mooring Payment Account in respect of (i) and (ii) above). An amount equal to any funding shortfall (as determined by the Technical Advisor) shall be transferred to the Construction Account or, if Final Acceptance has occurred, to the Offshore Revenue Account. The Lenders shall request and use reasonable endeavours to procure the Technical Advisor to issue its advice as soon as possible prior to the payment of the Mooring Payment in order to minimise any delay in transferring any amount to the Distribution Account.

(b) To ensure compliance with this clause 28.16:

(i) the Borrower shall provide its instructions for payment (by providing the relevant Facility Agent Withdrawal Request signed by the Borrower) in accordance with this clause 28.16 to the Facility Agent (for its confirmation of compliance) no later than five (5) Business Days prior to the relevant payment date (or four (4) Business Days if the relevant payment is a repayment or prepayment of the Mooring Tranche Loans and/or any accrued interest thereon);

(ii) the relevant Account Bank shall only make a transfer from the Offshore Mooring Account upon receipt of a Facility Agent Withdrawal Request countersigned by the Facility Agent no later than two (2) Business Days prior to the relevant payment date (and the Borrower hereby authorises that Account Bank to make the payment in accordance with such Facility Agent Withdrawal Request).

28.17 Distribution Account

(a) The Borrower shall be entitled to withdraw moneys from the Distribution Account without restriction.

(b) To ensure compliance with this clause 28.17, the relevant Account Bank shall only make a transfer from the Distribution Account upon receipt of a Borrower Withdrawal Request which is delivered by the Borrower to that Account Bank no later than two (2) Business Days prior to the relevant payment date.

28.18 Application after Termination Date

Upon and following any Termination Date, the Facility Agent will (and the Account Banks and the Security Agent hereby agree to) on the due date for payment in accordance with this Agreement apply the proceeds of realisation of any Collateral, including any credit balance on any Project Account (other than the Distribution Account), any Insurance Proceeds and/or Total Loss Proceeds and/or Liability Insurance Proceeds and any other moneys received under or pursuant to the Finance Documents and the Security Documents (after providing for all costs, charges, expenses and liabilities and other payments ranking in priority to the Secured Obligations) in the following manner and order:

(a) first, in or towards payment to the Security Agent of any unpaid costs and expenses incurred in connection with the enforcement or attempted enforcement of any of the rights under any of the Finance Documents; and

(b) secondly, for further application in accordance with clause 37.23 (Order of application).

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28.19 Payment Administration

(a) Each of the Project Accounts shall be operated by the relevant Account Bank solely-in accordance with this clause 28 and each instruction to the Account Banks shall be compliant with the format indicated in Schedule 18 (Form of instruction to Account Bank). For the avoidance of doubt, adherence to the terms of this clause 28 is the Facility Agent’s responsibility.

(b) The general provisions set out in Schedule 19 (Account Bank provisions) are incorporated into this Agreement by reference and, in the case of any conflict between the other provisions of this Agreement and Schedule 19, the provisions of Schedule 19 shall prevail.

28.20 Other provisions

(a) A Project Account (other than Project Accounts in place as of the first Utilisation Date) may only be designated for the purposes described in this clause 28 after the first Utilisation Date if:

(i) such designation is made in writing by the Borrower to the Facility Agent and specifies the name and address of the relevant Account Bank and the number and any designation or other reference attributed to the Account;

(ii) an Account Security (other than in the case of the Distribution Account) has been duly executed and delivered by the Borrower in favour of the Security Agent;

(iii) any notice required by the Account Security to be given to an Account Bank has been given to the relevant Account Bank in the form required by the relevant Account Security; and

(iv) the Facility Agent, or its duly authorised representative, has received such documents and evidence it may require in relation to the Account and the Account Security including documents and evidence of the type referred to in Schedule 3 (Conditions precedent) in relation to the Account and the relevant Account Security.

(b) The Accounts shall, unless otherwise agreed by the Borrower, be interest bearing with such interest paid into the relevant Project Account to which it relates and the rates of payment of interest and other terms regulating any Project Account will be a matter of separate agreement between the Borrower and the relevant Account Bank. If a Project Account (other than the Distribution Account) is a fixed term deposit account, the Borrower may select the terms of deposits until the relevant Account Security has become enforceable and the Security Agent directs otherwise.

(c) The Borrower shall not close any Project Account (other than the Distribution Account) or alter the terms of any Project Account (other than the Distribution Account) from those in force at the time it is designated for the purposes of this clause 28 or waive any of its rights in relation to a Project Account (other than the Distribution Account) except with approval.

(d) The Borrower shall deposit with the Security Agent all certificates of deposit, receipts or other instruments or securities relating to any Project Account (other than the Distribution Account), notify the Security Agent of any claim or notice relating to a Project Account (other than the Distribution Account) from any other party and provide the Facility Agent with any other information it may request concerning any Project Account (other than the Distribution Account).

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(e) Each of the Facility Agent and the Issuing Bank shall promptly countersign and provide to the relevant Account Bank any Facility Agent Withdrawal Request or Borrower Withdrawal Request which is provided to them for their countersignature in accordance with this Agreement for a withdrawal which is in compliance with this clause 28 or in the case of a Borrower Withdrawal Request for the LC Cash Collateral Account clause 7.7 and the Lenders shall promptly provide such instructions as are required by the Facility Agent or Issuing Bank to countersign and provide to the relevant Account Bank any such Facility Agent Withdrawal Request or Borrower Withdrawal Request.

(f) For the purposes of this clause 28 a withdrawal from a Project Account includes a payment or transfer from such Project Account.

(g) Each Finance Party agrees that if it is an Account Bank in respect of a Project Account (other than the Distribution Account) then there will be no restrictions on charging that Project Account as contemplated by this Agreement and it shall not (except with the approval of the Majority Lenders) exercise any right of combination, consolidation or set-off which it may have in respect of that Account in a manner adverse to the rights of the other Finance Parties.

29 Business restrictions

The Borrower undertakes that this clause 29 will be complied throughout the Facility Period.

29.1 General negative pledge

The Borrower shall not permit any Security Interest to exist, arise or be created or extended over all or any part of its assets except for:

(a) those granted or expressed to be granted by any of the Security Documents; and

(b) Permitted Security Interests.

29.2 Transactions similar to security

(Without prejudice to clauses 29.3 (Financial Indebtedness) and 29.8 (Disposals)), the Borrower shall not:

(a) sell, transfer or otherwise dispose of any of its assets on terms whereby that asset is or may be leased to, or re-acquired by, any other member of the Group other than pursuant to disposals permitted under clause 29.8 (Disposals);

(b) sell, transfer, factor or otherwise dispose of any of its receivables on recourse terms (except for the discounting of bills or notes in the ordinary course of business);

(c) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(d) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset except where such arrangement or transaction would be permitted by clause 29.1 (General negative pledge) if such arrangement or transaction had been a Security Interest.

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29.3 Financial Indebtedness

The Borrower shall not incur, or permit to exist, any Financial Indebtedness owed by it to anyone else except:

(a) Financial Indebtedness incurred under the Finance Documents;

(b) Permitted Financial Indebtedness; and

(c) Financial Indebtedness permitted under clause 29.5 (Loans and credit).

29.4 Guarantees

The Borrower shall not give or permit to exist, any guarantee by it in respect of indebtedness of any person or allow any of its indebtedness to be guaranteed by anyone else (except pursuant to the Guarantees or otherwise by the Guarantor).

29.5 Loans and credit

The Borrower shall not make, grant or permit to exist any loans or any credit by it to anyone else other than trade credit granted by it to its customers on normal commercial terms in the ordinary course of its business and any loans made from amounts standing to the credit of the Distribution Account.

29.6 Bank accounts and other financial transactions

The Borrower shall not:

(a) maintain any current or deposit account (other than the Project Accounts and, prior to the first Utilisation Date, the Initial Equity Account) with a bank or financial institution except for the deposit of money, operation of current accounts and the conduct of electronic banking operations with the Account Banks;

(b) hold cash in any account (other than with the Account Banks) over or in respect of which any set-off, combination of accounts, netting or Security Interest exists except for the Initial Equity Account prior to the first Utilisation Date;

(c) be party to any banking or financial transaction, whether on or off balance sheet, that is not permitted under this Agreement.

29.7 Other obligations and/or business

The Borrower shall not:

(a) enter into any contract or agreement with any person and will not otherwise create, undertake, assume or incur any obligation or liability whatsoever to any person other than in its ordinary course of business or as provided for in, or as permitted by, the Transaction Documents and arrangements entered into as a result thereof and each other document required to be executed and delivered by it in accordance with the provisions hereof or thereof; or

(b) undertake or become involved in any business whatsoever other than as contemplated by the Transaction Documents without the prior written consent of the Facility Agent acting with the consent of all the Lenders.

29.8 Disposals

The Borrower shall not enter into a single transaction or a series of transactions, whether related or not and whether voluntarily or involuntarily, to sell, transfer, assign, pledge, charter,

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discount or otherwise dispose of any of its present and future business, undertaking, assets and revenues, including, but not limited to, its title, rights or interests in or to the Vessel or any equipment or any of the Borrower’s Security (other than the Permitted Security Interests) except for any of the following disposals so long as they are not prohibited by any other provision of the Finance Documents:

(a) disposals of assets made in (and on terms reflecting) the ordinary course of trading of the disposing entity;

(b) disposals of obsolete assets, or assets which are no longer required for the purpose of the business of the Borrower in each case for cash on normal commercial terms and on an arm’s length basis;

(c) disposals of any assets, rights and revenues permitted by any Finance Document, or including without limitation under clauses 25.2 (Sale or disposal of the Vessel) and 25.3 (Sale of the Mooring) of this Agreement, or required pursuant to any other Finance Document;

(d) dealings with trade creditors with respect to book debts in the ordinary course of trading; and

(e) the application of cash or cash equivalents in the acquisition of assets or services in the ordinary course of its business.

29.9 Contracts and arrangements with Affiliates

The Borrower shall not be party to any arrangement or contract with any of its Affiliates unless such arrangement or contract is on an arm’s length basis.

29.10 Subsidiaries

The Borrower shall not establish or acquire a company or other entity which would be or become a member of the Group or reactivate any member of the Group.

29.11 Acquisitions and investments

The Borrower shall not acquire any person, business or assets or make any investment in any person or business or enter into any joint-venture arrangement except:

(a) the Vessel, the Mooring and the Borrower Assigned Property;

(b) acquisitions of assets in the ordinary course of business (not being new businesses or vessels); or

(c) pursuant to any Transaction Document to which it is party.

29.12 Reduction of capital

The Borrower shall not redeem or purchase or otherwise reduce any of its share capital or any warrants or any uncalled or unpaid liability in respect of its share capital or reduce the amount (if any) for the time being standing to the credit of its share premium account or capital redemption or other undistributable reserve in any manner.

29.13 Increase in capital

The Borrower shall not issue shares to anyone unless to an existing Shareholder provided there is no change in the percentage ownership interests and/or shareholding in the Borrower that constitutes a Change of Control or to a New Shareholder which is an Approved Shareholder in accordance with clause 29.16 (Replacement and/or additional shareholder) and in each case provided that any such issued shares are, from the first Utilisation Date, subject to the Shares Security.

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29.14 Distributions and other payments

Except to the extent the relevant payment is made from amounts standing to the credit of the Distribution Account and for any Permitted Repayment, the Borrower shall not:

(a) pay (including by way of set-off, combination of accounts or otherwise) any dividend or redeem or make any other distribution or payment (whether in cash or in specie), including any interest and/or unpaid dividends, in respect of its equity or any of its other share capital or any warrants for the time being in issue; or

(b) make any payment (including by way of set-off, combination of accounts or otherwise) by way of interest, or repayment, redemption, purchase or other payment, in respect of any Subordinated Loan or Promissory Note to a Shareholder or the Sponsor or another member of the Group or to any other person.

29.15 Change in ownership

(a) Subject to paragraphs (b) and (c) below, the Borrower shall not, change or permit any change in the percentage shareholding held by the Shareholders in the Borrower as at the first Utilisation Date without the prior written consent of the Lenders.

(b) The Indonesian Shareholder may transfer all or part of its shareholding in the Borrower to another Shareholder or a New Shareholder which is an Approved Shareholder in accordance with clause 29.16 (Replacement and/or additional shareholder).

(c) The Singapore Shareholder may transfer all or part of its shareholding in the Borrower to an Affiliate which is a wholly owned Subsidiary of the Guarantor or, as the case may be, the MLP in accordance with clause 29.16 (Replacement and/or additional shareholder).

29.16 Replacement and/or additional shareholder

No Shareholder shall transfer any of the shares held by it in the Borrower without the prior written consent of the Lenders (acting reasonably) unless:

(a) the appointment of a New Shareholder would not breach the terms of the Charter, the Shareholders’ Agreement or any applicable law or regulation;

(b) the New Shareholder is an Approved Shareholder;

(c) the transfer does not result in a Change in Control;

(d) the Lenders have obtained all internal “know your customer” approvals required for the proposed appointment of the New Shareholder and can satisfy their “know your customer” requirements in respect of the New Shareholder;

(e) the New Shareholder has, or will have concurrently with such transfer, entered into an accession deed (solely or together with the transferring shareholder) or such other documentation as may reasonably be required whereby the New Shareholder assumes all applicable obligations of the transferring Shareholder under any applicable Finance Documents (to the satisfaction of the Majority Lenders (acting reasonably)) and any other documents which the Facility Agent (acting reasonably) may consider necessary in relation to appointment of the New Shareholder to ensure that rights equivalent to those provided to the Finance Parties under the Finance Documents in respect of the transferring shareholder and its shares are preserved; and

(f) if required by the Facility Agent (acting reasonably), the Facility Agent has obtained satisfactory legal opinions in respect of the New Shareholder’s entry into any of the documents entered into by the New Shareholder pursuant to paragraph (e) above.

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30 Hedging

The undertakings in this clause apply throughout the Facility Period.

30.1 Hedging

(a) Subject to clause 30.1(j) below, the Borrower shall enter into and maintain at all times on and from the date falling three (3) months after the date of this Agreement, Hedging Transactions on a forward start basis to commence from no later than the scheduled first Repayment Date for the K-sure Facility and FSRU Tranche which provide for protection against adverse movements in interest rates for an aggregate notional principal amount that is not less than seventy per cent (70%) of the aggregate of the Total Commitments of (or from the applicable Last Availability Date Loans under) the K-sure Facility and the FSRU Tranche of the Commercial Facility (as at the date of this Agreement) but not greater than one hundred per cent (100%) (provided that the Borrower shall not be in breach of this requirement where such notional amounts are greater than 100% due to a prepayment if it is in compliance with such requirement within 20 Business Days or if due to a cancellation by any Finance Party or due to the occurrence of any Last Availability Date it is in compliance with such requirement within 20 Business Days after being notified of such event by the Facility Agent) of the aggregate of the K-sure Loans and FSRU Tranche Loans (or prior to the applicable Last Availability Date Total Commitments of the K-sure Facility and the FSRU Tranche);

(b) The initial Hedging Transactions to be entered into within 3 months of the date of this Agreement shall be entered into by the Borrower with the Original Lenders with the credit spread, in basis points (bps), over the offer side of the dollar swap rate, as calculated in line with the scheduled Repayment Instalments, based on the prevailing dollar swap yield curve, agreed by the Borrower and the Mandated Lead Arrangers in writing on or prior to the date of this Agreement, such Hedging Transactions to be entered into with each of the Original Lenders pro rata to the respective Commitments of the Original Lenders (provided that the Original Lenders enter into such Hedging Transactions on such agreed terms). Any Hedging Transactions required or permitted to be entered into by the Borrower after such initial Hedging Transactions shall, subject to clause 32.4(f) be entered into with such Lenders as the Borrower may select and on such terms as they may agree. The Borrower may for the purpose of an Approved Refinancing enter into further Hedging Transactions for the purposes of this clause 30 and subject to any additional terms that may be agreed as part of such Approved Refinancing.

(c) All Original Hedging Banks shall be Original Lenders.

(d) The Borrower shall no later than three (3) months after the first Utilisation Date, execute and deliver to the Facility Agent a copy of the Hedging Master Agreements that there are required to have been entered into by such date pursuant to clause 30.1(a) certified as true by an authorised signatory of the Borrower and evidence of the entry into the Hedging Transactions.

(e) Each Hedging Contract contemplated by this clause 30.1 (Hedging) shall:

(i) provide that the Termination Currency (as defined in each Hedging Contract) of each Hedging Contract is dollars;

(ii) provide for two-way payments in the event of a termination of a Hedging Transaction, whether upon a Termination Event or an Event of Default (each as defined in the relevant Hedging Contract) as the applicable payment measure; and

(iii) provide that the governing law is English law.

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(f) The Hedging Transactions contemplated by this clause 30.1 (Hedging) shall:

(i) individually provide for the Borrower to pay a fixed rate of interest in respect of the relevant notional principal amount from the first Repayment Dates of the FSRU Tranche and the K-sure Facility; and

(ii) collectively match the repayment profile of the K-sure Loans and the FSRU Tranche Loans in a manner consistent with clause 30.1(a), including pursuant to any adjustment necessitated by clause 8.3 (Adjustments of scheduled repayments).

(g) The Borrower and Hedging Banks shall use reasonable endeavours to ensure that:

(i) each Floating Rate Payer Payment Date (as defined in each Hedging Contract) in respect of each Hedging Transaction shall coincide with each Repayment Date;

(ii) each Reset Date (as defined in each Hedging Contract) in respect of each Hedging Transaction is consistent with each Quotation Day; and

(iii) the Floating Rate Option (as defined in each Hedging Contract) in respect of each Hedging Transaction is consistent with the definition of LIBOR, including with respect to the first Interest Period and any fallback determination provisions.

(h) Each Hedging Bank shall, promptly upon entry into any Hedging Transaction, deliver to the Facility Agent an original or certified copy of the relevant Confirmation.

(i) Other than Hedging Transactions which meet the requirements of this clause 30 (Hedging), the Borrower shall not enter into derivative transactions.

(j) In the circumstances referred to in clauses 32.4(f)(i), and 30.1(k) and from the date designated as the Early Termination Date by the terminating Hedging Bank or the Borrower, as applicable, the Borrower shall, if such action is necessary in order for the Borrower to comply with clause 30.1(a) above, have a period of thirty (30) days to execute replacement Hedging Transactions in accordance with the provisions of clause 30.1(b) and 32.4(f). In such case, unless otherwise agreed or due to the Hedging Banks not being willing to enter into such replacement Hedging Transactions following the procedures set out in clause 30.1(b), should the Borrower fail to execute replacement Hedging Transactions sufficient to comply with clause 30.1(a) within such thirty (30) day period, this shall constitute a breach of clause 30.1(a) but not otherwise. If execution of such replacement Hedging Transactions is unnecessary in order for the Borrower to comply with clause 30.1(a) above, the Borrower may execute replacement Hedging Transactions in accordance with the provisions of clause 30.1(b) and 32.4(f) but failure to do so shall not constitute a breach of clause 30.1(a).

(k) If an Event of Default (as defined in a Hedging Contract) occurs in respect of a Hedging Bank the Borrower shall, if requested by the Facility Agent, promptly exercise its rights to terminate the Hedging Transactions with the Hedging Bank in respect of which such event applies.

(l) The Borrower may if any Termination Event or Event of Default (as such terms are defined in a Hedging Contract) occurs in respect of a Hedging Bank, subject to the consent of the Facility Agent if such termination, unwinding or close out would or is reasonably likely to result in a net amount payable by the Borrower in respect of such termination, unwinding or close out (such consent not to be unreasonably withheld or delayed where the Borrower can demonstrate that, taking into account such payment, it would still be in compliance with clause 21.1 (Borrower Financial Covenants) in respect of the Relevant Period in which such payment would be payable or that such payment will be met from funds in the Distribution

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Account or advanced pursuant to a Subordinated Loan or Promissory Note) or if an Event of Default is continuing, exercise its rights to terminate any of the Hedging Transactions with the Hedging Bank in respect of whom the event applies, subject to compliance with clause 30.1(a).

(m) The Borrower may at any time, subject to the consent of the Facility Agent if such termination, unwinding or close out would or is reasonably likely to result in a net amount payable by the Borrower in respect of such termination, unwinding or close out (such consent not to be unreasonably withheld or delayed where the Borrower can demonstrate that, taking into account such payment, it would still be in compliance with clause 21.1 (Borrower Financial Covenants) in respect of the Relevant Period in which such payment would be payable or that such payment will be met from funds in the Distribution Account or advanced pursuant to a Subordinated Loan or Promissory Note) or if an Event of Default is continuing and provided that following such action it will be in compliance with clause 30.1(a), exercise its rights to terminate, unwind or close out any Hedging Transactions provided that, except in the circumstances provided for in clauses 30.1(j), 30.1(k), 30.1(l) and 32.4(f), such action is taken in respect of each of the existing Hedging Transactions pro rata.

(n) The Borrower may enter into any further Hedging Transactions provided that such Hedging Transactions are entered into in compliance with clause 30.1(a) and in accordance with clause 30.1(b) and 32.4(f) and unless such Hedging Transactions are otherwise expressly permitted or provided for under any other provision of clause 30 or 32 or they are entered into with the prior written consent of the Facility Agent.

30.2 Variations

Except with the approval of the Facility Agent (or as required under clause 30.6 (Unwinding of Hedging Contracts), or to align the payment dates with actual Repayment Dates for which no such approval shall be required) no Hedging Master Agreement or Hedging Contract shall be varied provided that, to the extent that any adjustment is made under clause 8.3 (Adjustment of scheduled repayments) or after such variation the Borrower will be in compliance with clause 30.1(a), no such approval shall be required to vary the profile of any Hedging Transaction to match such adjustment and for this purpose vary includes terminating or closing out any Hedging Transaction and provided that the Borrower may terminate, unwind or close out any Hedging Transaction subject to compliance with clause 30.1. Furthermore, no such approval is required if the variation is minor or of an administrative nature or corrects a manifest or proven error.

30.3 Releases and waivers

Except with the approval of the Facility Agent (subject to clause 30.7 (Assignment of Hedging Contracts by Hedging Banks)), the Borrower shall not release any obligation of any Hedging Bank under the Hedging Contracts (including by way of novation), nor waive of any breach of any such obligation nor consent to anything which would otherwise be such a breach.

30.4 Assignment by Borrower

Except pursuant to the Hedging Security or as permitted or required under this Agreement, the Borrower shall not assign or otherwise dispose of its rights under any Hedging Contract.

30.5 Termination of Hedging Contracts by Borrower

Except with the approval of the Facility Agent or as permitted under this Agreement and subject to clause 32.4(f), the Borrower shall not terminate or rescind any Hedging Contract or close out or unwind any Hedging Transaction for any reason whatsoever.

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30.6 Unwinding of Hedging Contracts

(a) Subject to clause 30.6(b) below, if, the 20 Business Day period referred to in clause 30.1(a) has lapsed, and whether as a result of any prepayment (in whole or in part) of the Loans or any cancellation (in whole or in part) of the Commitment or otherwise, the aggregate notional principal amount under all Hedging Transactions entered into by the Borrower exceeds or will exceed the aggregate amount of Loans in respect of the K-sure Facility and the FSRU Tranche of the Commercial Facility outstanding at that time after such prepayment or cancellation, then each of the Hedging Banks shall promptly after the expiry of such period close out and terminate a sufficient portion of each Hedging Transaction (on a pro rata basis) as is necessary to ensure that the aggregate notional principal amount under the remaining continuing Hedging Transactions is not greater than one hundred per cent (100%) of the aggregate of the Loans outstanding in respect of the K-sure Facility and the FSRU Tranche of the Commercial Facility at that time and as scheduled to be repaid from time to time thereafter pursuant to clause 8 (Repayment).

(b) Where the prepayment of a Loan (or any part thereof) arises as a result of the circumstances described in clause 9.1 (Illegality) in relation to a single Lender (and such circumstances also affect such person (or its respective Affiliate) acting in its capacity as Hedging Bank, as a result of which such Hedging Bank is entitled to designate an Early Termination Date (as defined in the relevant Hedging Master Agreement) with respect to the whole of the relevant Hedging Transaction), then such Hedging Bank shall (on the instruction of the Facility Agent) immediately close out and terminate such Hedging Transaction.

30.7 Assignment of Hedging Contracts by Hedging Banks

(a) A Hedging Bank (the Existing Hedging Bank) shall assign its rights or transfer by novation its rights and obligations under this Agreement (in its capacity as a Hedging Bank and not, if applicable, as a Lender) to another bank or financial institution (or, following an Event of Default that is continuing, to a trust, fund or other entity) which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and entering into ISDA derivative documentation and interest rate swaps (including an Affiliate of such Hedging Bank) (the New Hedging Bank) to the extent that such Hedging Bank has assigned or transferred its rights to such New Hedging Bank under, and in accordance with the terms of, the relevant Hedging Contract and shall ensure each New Hedging Bank becomes a Party in capacity or, a hedging Bank by executing a Succession Deed. The consent of the Borrower is required for an assignment by a Hedging Bank, unless the assignment is to another Lender or an Affiliate of a Lender or an Event of Default is continuing or such assignment or transfer is made after the Final Acceptance Date to an Approved Transferee and the relevant Existing Hedging Bank has notified the Borrower of the proposed assignment or transfer and New Hedging Bank at least five (5) Business Days prior to, and consulted with the Borrower on, the proposed assignment or transfer. The Facility Agent will immediately advise the Borrower and the Agents of the assignment.

(b) The Borrower’s consent to an assignment may not be unreasonably withheld or delayed and will be deemed to have been given ten (10) Business Days after it has received the Existing Hedging Bank’s request for consent unless consent is expressly refused within that time

(c) Except in the case of a transfer that meets the criteria specified in clause 30.7(a) above or when an Event of Default which is continuing, no Hedging Bank is entitled to transfer its Hedging Contract other than to an Alternative Financial Institution (as defined in clause 32.4(f)).

(d) Neither the Borrower nor the other Obligors shall be liable for any costs (including break costs) arising from the termination of any Hedging Contracts and/or entering into new hedging arrangements on less favourable rates than the existing Hedging Contracts which are incurred as a result of voluntary transfers by Lenders or Hedging Banks.

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(e) If such assignment or transfer would at the date of such assignment or transfer subject the Borrower to any greater withholding tax liability hereunder to the New Hedging Bank than it would have had to the Existing Hedging Bank on such date then unless such assignment or transfer was made at the request or with the consent of the Borrower in order to mitigate or avoid the requirement for payment of additional amounts or increased costs or to mitigate or avoid an illegality, the Borrower shall not be obliged to pay any such additional withholding tax or increased costs under this Agreement in excess of that it would have been obliged to pay had no such assignment or transfer then taken place.

30.8 Information concerning Hedging Contracts

The Hedging Banks shall provide the Facility Agent with any information it may request concerning any Hedging Contract, including all reasonable information, accounts and records that may be necessary or of assistance to enable the Facility Agent to verify the amounts of all payments and any other amounts payable under the Hedging Contracts or to enable any Finance Party to comply with any reporting obligation under the laws or regulations of any jurisdiction in respect of any Hedging Contract.

31 Events of Default

Each of the events or circumstances set out in clauses 31.1 to 31.29 is an Event of Default.

31.1 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable and such failure to pay is not remedied within five (5) Business Days of its due date.

31.2 Financial covenants

The Borrower does not comply with clauses 21.1 (Borrower Financial Covenants) or 21.2 (Guarantor Financial Covenants) or the Guarantor does not comply with clause 21 (Financial covenants) of a Guarantee.

31.3 Insurance

(a) The Insurances and, if applicable, the Reinsurances of the Vessel are not in place and in force in the manner (except for any requirement other than at the time of such insurance or reinsurance being taken, as to credit rating of any insurer or reinsurer) required by clause 27 (Insurance).

(b) Any insurer or reinsurer disclaims liability under the Insurances or, if applicable, the Reinsurances of the Vessel by reason of any mis-statement or failure or default by any Obligor.

31.4 Other obligations

(a) An Obligor does not comply with any provision of the Finance Documents (other than those referred to in clauses 31.1 (Non-payment), 31.2 (Financial covenants) and 31.3 (Insurance)).

(b) No Event of Default under clause 31.4(a) above will occur if the failure to comply is capable of remedy and the failure is remedied within fifteen (15) Business Days of the Facility Agent giving notice to the Borrower.

31.5 Misrepresentation

(a) Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

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(b) No Event of Default will occur under this clause 31.5 (Misrepresentation) if the misrepresentation and/or mis-statement and/or underlying event or circumstance giving rise to it is capable of remedy and is remedied within fifteen (15) Business Days of the Facility Agent giving notice to the Borrower.

(c) No Event of Default will occur under this clause 31.5 (Misrepresentation) in the case of a representation, statement or document made or delivered by, or in respect of, a Shareholder, O&M Contractor or Supervisor if the misrepresentation and/or mis-statement and/or underlying event or circumstance giving rise to it is capable of remedy by replacing such Shareholder, O&M Contractor or Supervisor and in the case of a Shareholder such Shareholder is replaced as a shareholder in the Borrower with a New Shareholder pursuant to and in accordance with clause 29.16 (Replacement and/or additional shareholder), or in the case of an O&M Contractor if a replacement operator which is an Approved Operator is appointed pursuant to and in accordance with clause 24.4 (Operation and Maintenance), or in the case of a Supervisor such Supervisor is replaced with a new Supervisor, in each case within thirty (30) Business Days of the Facility Agent giving notice to the Borrower.

31.6 Unlawfulness and invalidity

(a) It is or becomes unlawful for an Obligor, a Shareholder or the Charterer to perform any of its obligations under the Finance Documents.

(b) Any obligation or obligations of any Obligor, a Shareholder or the Charterer under any Finance Documents are not (subject to the Legal Reservations) or cease to be, legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

(c) Any Finance Document or any Security Interest created or expressed to be created or evidenced by the Security Documents (other than a Reinsurance Fiduciary Assignment) ceases (subject to the Legal Reservations) to be in full force and effect (other than by a termination permitted under the Finance Documents) or is alleged by a party to it (other than a Finance Party) to be ineffective for any reason.

(d) No Event of Default will occur under this clause 31.6 (Unlawfulness and invalidity) in the case of a Finance Document entered into by, or an obligation of or in respect of, a Shareholder, O&M Contractor or Supervisor if it is capable of remedy by replacing such Shareholder, O&M Contractor or Supervisor and the entry if applicable into replacement Finance Documents and in the case of a Shareholder such Shareholder is replaced as a shareholder in the Borrower with a New Shareholder pursuant to and in accordance with clause 29.16 (Replacement and/or additional shareholder), or in the case of an O&M Contractor if a replacement operator which is an Approved Operator is appointed pursuant to and in accordance with clause 24.4 (Operation and Maintenance), or in the case of a Supervisor such Supervisor is replaced with a new Supervisor, in each case together with the entry into of the applicable Finance Documents and within thirty (30) Business Days of the Facility Agent giving notice to the Borrower.

31.7 Cross default

(a) Any Financial Indebtedness of any Facility Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(b) Any commitment for any Financial Indebtedness of any Facility Obligor is cancelled or suspended by a creditor of that Obligor as a result of an event of default (however described).

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(c) Any creditor of any Facility Obligor becomes entitled to declare any Financial Indebtedness of that Obligor due and payable prior to its specified maturity as a result of an event of default (however described).

(d) No Event of Default will occur under this clause 31.7 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within clauses 31.7(a) to 31.7(c) above is, in the case of the Guarantor, less than $10,000,000 (or its equivalent in any other currency or currencies) or occurs after the Guarantee Release Date.

31.8 Insolvency

(a) Any Obligor or the Charterer or the Charter Guarantor or the Builder or the Mooring EPC Contractor or the Mooring Installation Contractor or the EPCIC Contractor or the Refund Guarantor or Modec is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(b) A moratorium is declared in respect of any indebtedness of any Obligor or the Charterer or the Builder. If a moratorium occurs, the ending of the moratorium will not, subject to paragraph (c) below, remedy any Event of Default caused by that moratorium.

(c) No Event of Default will occur under this clause 31.8 (Insolvency) if any of the events described in paragraphs (a) and (b) above occurs:

(i) in respect of the Builder, the Refund Guarantor or the Supervisor after Delivery or in respect of the EPCIC Contractor, the Mooring EPC Contractor or the Mooring Installation Contractor or Modec after Final Acceptance; or

(ii) in respect of the Refund Guarantor, if a replacement refund guarantee in the form of the existing Refund Guarantee or another approved form is issued by a bank or financial institution approved by the Facility Agent and K-sure within sixty (60) days of any event described within paragraphs (a) or (b) above having taken place; or

(iii) in respect of the Charterer, the Charter Guarantor, the Builder, the EPCIC Contractor, the Mooring EPC Contractor, Modec or the Mooring Installation Contractor and it might reasonably be expected that such event would not have a material adverse effect on the delivery of the Lampung FSRU in accordance with the Building Contract or the Charterer’s obligation to pay Charter Hire in accordance with the Charter.

(d) No Event of Default will occur under this clause 31.8 (Insolvency) in the case a Shareholder, O&M Contractor or Supervisor if in the case of a Shareholder such Shareholder is replaced as a shareholder in the Borrower with a New Shareholder pursuant to and in accordance with clause 29.16 (Replacement and/or additional shareholder), or in the case of an O&M Contractor if a replacement operator which is an Approved Operator is appointed pursuant to and in accordance with clause 24.4 (Operation and Maintenance), or in the case of a Supervisor such Supervisor is replaced with a new Supervisor, in each case within thirty (30) Business Days of any event described within clauses 31.8(a) and (b) above having taken place (provided that none of the events described within clauses 31.8(a) and (b) above has occurred in respect of such New Shareholder or replacement O&M Contractor or Supervisor).

31.9 Insolvency proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement,

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scheme of arrangement or otherwise) of any Obligor or the Charterer or the Charter Guarantor or the Builder or Modec or the Refund Guarantor or the Mooring EPC Contractor or the Mooring Installation Contractor or the EPCIC Contractor;

(ii) if by reason of actual or anticipated financial difficulties, a composition, compromise, assignment or arrangement with any creditor of any Obligor or the Charterer or the Charter Guarantor or the Builder or Modec or the Refund Guarantor or the Mooring EPC Contractor or the Mooring Installation Contractor or the EPCIC Contractor;

(iii) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Obligor or the Charterer or the Builder or the Mooring EPC Contractor or the Mooring Installation Contractor or the EPCIC Contractor or any of its assets (including the directors of any person requesting a person to appoint any such officer in relation to it or any of its assets); or

(iv) enforcement of any Security Interest over any assets of any Obligor or the Charterer or the Builder or the Mooring EPC Contractor or the Mooring Installation Contractor or the EPCIC Contractor,

or any analogous procedure or step is taken in any jurisdiction.

(b) Clause 31.9(a) shall not apply to any winding-up petition (or analogous procedure or step) which is frivolous or vexatious and (i) is discharged, stayed or dismissed within fourteen (14) days of commencement (or, if earlier, the date on which it is advertised) or (ii) if the Facility Agent is satisfied (acting upon the advice of its legal counsel) that there is no reasonable prospect of success.

(c) No Event of Default will occur under this clause 31.9 (Insolvency proceedings) if any of the events described in paragraphs 31.9(a)(i) to (iv) above occurs:

(i) in respect of the Builder or the Refund Guarantor after Delivery or in respect of the EPCIC Contractor, the Mooring EPC Contractor or the Mooring Installation Contractor or Modec after Final Acceptance; or

(ii) in respect of the Refund Guarantor, if a replacement refund guarantee in the form of the existing Refund Guarantee or another approved form is issued by a bank or financial institution approved by the Facility Agent and K-sure within sixty (60) days of any event described within paragraphs (a) or (b) above having taken place; or

(iii) in respect of the Charterer, the Builder, the EPCIC Contractor, the Mooring EPC Contractor, Modec or the Mooring Installation Contractor and it might reasonably be expected that such event would not have a material adverse effect on the delivery of the Lampung FSRU in accordance with the Building Contract or the Charterer’s obligation to pay Charter Hire in accordance with the Charter.

(d) No Event of Default will occur under this clause 31.9 (Insolvency proceedings) in the case a Shareholder, O&M Contractor or Supervisor if in the case of a Shareholder such Shareholder is replaced as a shareholder in the Borrower with a New Shareholder pursuant to and in accordance with clause 29.16 (Replacement and/or additional shareholder), or in the case of an O&M Contractor if a replacement operator which is an Approved Operator is appointed pursuant to and in accordance with clause 24.4 (Operation and Maintenance), or in the case of a Supervisor such Supervisor is replaced with a new Supervisor, in each case within thirty (30) Business Days of any event described within clauses 31.9(a)(i) to (iv) above having taken place (provided that none of the events described within clauses 31.9(a)(i) to (iv) above has occurred in respect of such New Shareholder or replacement O&M Contractor or Supervisor).

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31.10 DSRA L/C Issuer credit rating

(a) At any time, the credit rating of any DSRA L/C Issuer who is the issuer of an outstanding DSRA Letter of Credit falls below the Approved Credit Rating.

(b) No Event of Default will occur under this clause 31.10 if within twenty (20) Business Days (or if earlier, prior to expiry of the relevant DSRA Letter of Credit) of the Facility Agent giving notice to the Borrower either (a) a replacement DSRA Letter of Credit issued by a bank or financial institution having an Approved Credit Rating is provided to the Facility Agent or (b) the balance on the Debt Service Reserve Account is fully reinstated by the Guarantor or any of its Affiliates (other than the Borrower) to be equal to the applicable Debt Service Reserve.

31.11 Creditors’ process

(a) Other than pursuant to a Security Document or a Total Loss, any expropriation, attachment, sequestration, distress, execution or analogous process affects any asset or assets of any Facility Obligor with an aggregate value in excess of US$10,000,000 in respect of the Guarantor only and is not discharged within fourteen (14) days.

(b) Any final judgment or order with an aggregate value in excess of US$10,000,000 in respect of the Guarantor only is made against any Facility Obligor and is not stayed or complied with within seven (7) days or, in respect of the Guarantor only, such later period as is required to be complied with under applicable law.

31.12 Cessation of business

The Borrower or the Guarantor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its current business except, in the case of the Guarantor, for any FLNG Transaction.

31.13 Expropriation

The authority or ability of any Facility Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any government, regulatory or other authority or other person in relation to the Borrower or any of its assets.

31.14 Repudiation and rescission of Finance Documents

(a) An Obligor or a Shareholder repudiates or purports to repudiate a Finance Document or evidences an intention to rescind a Finance Document.

(b) No Event of Default will occur under this clause 31.14 (Repudiation and rescission of Finance Documents) in the case of an Indonesian Shareholder if such Shareholder is replaced as a shareholder in the Borrower with a New Shareholder pursuant to and in accordance with clause 29.16 (Replacement and/or additional shareholder) within thirty (30) Business Days of any event described within paragraph (a) above having taken place (provided that none of the events described within paragraph (a) above has occurred in respect of such New Shareholder).

31.15 Litigation

Any material litigation, alternative dispute resolution, arbitration or administrative proceeding related to the Project is taking place, or threatened or a claim in respect of any such proceedings is brought against any Facility Obligor or any of their respective assets, rights or revenues which, in the opinion of the Majority Lenders (acting reasonably), has or is reasonably likely to have a Material Adverse Effect or a material adverse effect on any Facility Obligor’s ability to perform its obligations under the Project Agreements.

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31.16 Material Adverse Effect

(a) Any event or circumstance or series of events (including but not limited to any change of law or hostilities or civil war in the Flag State or any Relevant Jurisdiction or there is a seizure of power in the Flag State) occurs which, in the opinion of the Majority Lenders (acting reasonably), has or is reasonably likely to have a Material Adverse Effect.

(b) No Event of Default will occur under this clause 31.16 (Material Adverse Effect) if the relevant event or circumstance or series of events relates to a Shareholder, O&M Contractor or Supervisor if in the case of a Shareholder such Shareholder is replaced as a shareholder in the Borrower with a New Shareholder pursuant to and in accordance with clause 29.16 (Replacement and/or additional shareholder), or in the case of an O&M Contractor if a replacement operator which is an Approved Operator is appointed pursuant to and in accordance with clause 24.4 (Operation and Maintenance), or in the case of a Supervisor such Supervisor is replaced with a new Supervisor, in each case within thirty (30) Business Days of the Facility Agent giving notice to the Borrower

31.17 Arrest of Vessel / Mooring

The Vessel or, prior to any sale or transfer permitted under this Agreement, the Mooring is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim and the Borrower fails to procure the release of the Vessel or the Mooring within a period of thirty (30) days thereafter (or such longer period as may be approved).

31.18 Vessel registration

Except with approval the Vessel is not registered or the Mortgage is not executed in accordance with and within the time specified in clause 23.6 (Vessel’s registration and mortgage) or after the start of the Mortgage Period, the registration of the Lampung FSRU under the laws and flag of its Flag State is cancelled or terminated or, where applicable, not renewed.

31.19 Hedging Contracts

(a) An Event of Default (as defined in any Hedging Contract or such other equivalent definition(s) in any Hedging Contract) has occurred with respect to the Borrower and is continuing under any Hedging Contract; or

(b) An Early Termination Date (as defined in any Hedging Contract or such other equivalent definition in any Hedging Contract) has occurred (except with the approval of the Facility Agent or in accordance with clause 30.1(k), (I) or (m) or clause 32.4 (Close out of Hedging Contracts)).

(c) No Event of Default under clause 31.19(b) shall occur if the applicable Early Termination Date is a date designated by a terminating Hedging Bank in breach of its obligations under clause 32.4(b), (e) or (f).

31.20 Breach of obligations in relation to the Project Accounts

(a) The Borrower commits any breach of or omits to observe any of the covenants, obligations and undertakings expressed to be assumed by it under clause 28 (Project Accounts, Receivables and Insurance Proceeds) of this Agreement; or

(b) or any moneys standing to the credit of any Project Account are or become subject to any attachment or similar type of order and is not discharged within fourteen (14) days.

(c) No Event of Default under clause 31.20 above will occur if the breach (other than a deliberate breach) or omission (other than a deliberate omission) is capable of remedy and is remedied within seven (7) Business Days of the Facility Agent giving notice to the Borrower.

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31.21 O&M Contract

(a) Subject to (b) below, failure of an O&M Contractor to perform or observe any material covenant or obligation to be performed or observed by it under an O&M Contract where such failure to perform or observe any such covenant or obligation by it is not remedied in accordance with the requirements of the applicable O&M Contract.

(b) No Event of Default will occur under this clause 31.21 if the Borrower notifies the Facility Agent of the event described in this clause 31.21 having taken place and a replacement operator which is an Approved Operator is appointed pursuant to clause 24.4 (Operation and Maintenance) within thirty (30) days of notice from the Facility Agent.

31.22 Qualification of accounts

The Auditors of any Facility Obligor qualify their report on the audited financial statements of any Facility Obligor in any way whatsoever which is reasonably likely to have a Material Adverse Effect.

31.23 Charter termination and breach

Except with the approval of the Facility Agent:

(a) (except as a result of the Vessel becoming a Total Loss or in the circumstances contemplated in clause 9.8 (Charter and Charter Guarantee)) the Charter is terminated, cancelled, rescinded, repudiated or frustrated as a result of an Owner’s Event of Default (as defined in the Charter); or

(b) an Event of Company’s Default (as defined in the Charter) occurs under clause 26.2 of the Charter and the non-payment is not rectified and any shortfall not paid by the Charterer or recovered under the PGN L/C within thirty (30) Business Days of the Facility Agent giving notice to the Borrower or, if earlier within thirty (30) Business Days of the Borrower giving notice to the Charterer provided that no Event of Default shall occur under this paragraph (c) if such payment is the subject to a dispute with the Charterer and the Borrower is in good faith in the process of resolving such dispute and the Borrower is not in default under any payment obligation under a Finance Document and the credit balance of the Debt Service Reserve Account is not less than a sum equal to three (3) months’ Debt Service obligations of the Borrower under this Agreement at that time; or

(c) the Charterer is otherwise in breach of its obligations under the Charter which has or is reasonably likely to have a Material Adverse Effect.

31.24 Project Agreements

(a) Any event of default or any other breach occurs under any of the Material Project Agreements, the Shareholders Agreement or the EPCIC Contract which entitles the Builder (prior to the Delivery Date) and/or the Charterer to terminate the Building Contract and/or the Charter (other than in the circumstances contemplated in clause 9.8 (Charter and Charter Guarantee) or is reasonably likely to have a Material Adverse Effect.

(b) any Material Project Agreement or the Shareholders Agreement or the EPCIC Contract becomes unlawful or unenforceable for any reason (other than in the case of the Shareholders Agreement to the extent that any such unenforceability is in respect of the rights or obligations of any of the Shareholders in relation to a transfer of shares that may be required by any Shareholder) and the Borrower fails to make alternative arrangements satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders (acting reasonably)) within thirty (30) Business Days of notice from the Facility Agent; or

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(c) any Obligor, the EPCIC Contractor or the Charterer repudiates a Material Project Agreement (other than the Charter) or any such Material Project Agreement is cancelled, terminated or suspended or varied or amended in breach of this Agreement.

(d) No Event of Default will occur under this clause 31.24 (Project Agreements) if any of the events or circumstances described in paragraphs (a) to (c) above occurs:

(i) in respect of the Building Contract or the Refund Guarantee after Delivery; or

(ii) in respect of the Supervision Agreement after the later of (A) Delivery and (B) the completion Works under the Mooring Installation Contract; or

(iii) in respect of the EPCIC Contractor or EPCIC Contract and it might reasonably be expected not to: (A) delay Final Acceptance beyond the earlier of (x) Cancellation Date and (y) 18 March 2015 or (B) have a material adverse effect on the Charterer’s obligation to pay Charter Hire; or

(iv) in respect of the Mooring EPC Contract, the Mooring Installation Contract, the Modec Guarantee, the Umbrella Agreement, the Consortium Agreement or the EPCIC Contract after Final Acceptance.

31.25 Environmental

There occurs an Environmental Incident unless within thirty (30) days of such Environmental Incident occurring it is determined that all Environmental Claims in respect of such Environmental Incident (excluding any deductibles) are payable in full by the Borrower’s Insurances and the Facility Agent (acting reasonably) is satisfied that there is sufficient cash and cash flow to pay all deductibles which are payable and, if applicable, all claims for an amount less than the deductible(s).

31.26 Abandonment of the Vessel

The Project or, after Delivery, the Vessel or, after Delivery and prior to transfer to the Charterer in accordance with the Charter, the Mooring is abandoned by the Borrower.

31.27 Ownership of the Vessel

The Borrower ceases to be the owner of the Lampung FSRU, unless it has been sold in accordance with clauses 9.7 (Sale of Vessel) and/or 25.2 (Sale or other disposal of the Vessel) or pursuant to a Security Document.

31.28 Redeployment of the Vessel

After the Final Acceptance Date, there is a redeployment of the Lampung FSRU or the Mooring or a relocation from the Permitted Location (other than for the normal operation of the Vessel at the Permitted Location or for maintenance or repairs or a short-term relocation (in each case of no more than thirty (30) days) required in the case of an emergency or security reason where the prior written consent of the Facility Agent cannot be obtained in sufficient time or when required under the Charter for laying up of the Lampung FSRU in accordance with clause 28.1 of the Charter) without the prior written consent of the Facility Agent (acting on the instructions of the Lenders), such consent not to be unreasonably withheld.

31.29 Final Acceptance

Final Acceptance is not achieved on or before 18 March 2015.

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31.30 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(a) cancel the Total Commitments at which time they shall immediately be cancelled; and/or

(b) declare that all or part of the Loans, together with accrued interest and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable; and/or

(c) declare that all or part of the Loans be payable on demand, at which time it shall immediately become payable on demand by the Facility Agent on the instructions of the Majority Lenders; and/or

(d) declare that all outstanding Hedging Transactions entered into under the Hedging Contracts shall be terminated or closed out by the Hedging Banks;

(e) declare that no withdrawals be made from any Project Account (other than the Distribution Account); and/or

(f) exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents including but not limited to making a demand under any Guarantee and/or enforcing any Security Interest created by the Security Documents.

31.31 Remedies in relation to the K-sure Policy

(a) The remedies stated in clause 31.30 (Acceleration) shall be without prejudice to the rights of the K-sure Agent and K-sure Lenders to make claims under and enforce the K-sure Policy.

(b) Notwithstanding any other provision of this Agreement and the other Finance Documents, the Facility Agent (or K-sure Agent as the case may be) shall only make written demand to K-sure under the K-sure Policy after the Facility Agent has first made a written demand for payment of the relevant amount of the Secured Obligations under the applicable Guarantee to the extent such Guarantee guarantees the payment of such amount of Secured Obligations.

31.32 K-sure subrogation

Notwithstanding any other provision of this Agreement and, in addition to, and without prejudice to, any right of indemnification or subrogation K-sure may have at law, in equity or otherwise, the Borrower and the Finance Parties unconditionally agrees that following payments by K-sure under the K-sure Policy in accordance with the terms of the K-sure Policy:

(a) K-sure shall to the extent of such payments be subrogated to the relevant Lenders’ rights under the Finance Documents in accordance with the K-sure Policy and, furthermore, the Borrower consents to any assignment by the relevant Lenders of any or all of their rights under the Finance Documents to K-sure as may be required by the provisions of the K-sure Policy.

(b) To the extent required to do so by K-sure pursuant to the terms of the K-sure Policy, the K-sure Lenders shall cause a transfer to K-sure in respect of such party of its Commitment in respect of the K-sure Facility or (as the case may be) its portion of the K-sure Loans as is equal to the amount simultaneously paid to it by K-sure under the K-sure Policy.

31.33 The Borrower agrees to cooperate with the Agents and the Lenders, as the case may be, in giving effect to any subrogation or assignment referred to in clause 31.31 above, and to take all actions requested by an Agent, any Lender or K-sure, in each case to the extent capable of being done by it, to implement or give effect to such subrogation or assignment.

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31.34 On the date of any subrogation to, or (as applicable) assignment of, rights referred to in clauses 31.32 to 31.36 (K-sure subrogation):

(a) all further rights and benefits (including the right to receive commission in respect thereof but not any duty or other obligations) whatsoever of the relevant Lender in relation to the portion of the Loans or the rights and benefits to which such assignment or rights of subrogation relate under or arising out of this Agreement shall, to the extent of such assignment or rights of subrogation, be vested in and be for the benefit of K-sure; and

(b) references in this Agreement to the Lenders shall, where relevant in the context thereafter be construed so as to include K-sure in relation to such rights and benefits as are assigned to, or to which K-sure has rights of subrogation.

31.35 All agreements, representations and warranties made in this Agreement in favour of the relevant Lender shall survive any assignment or transfer made pursuant to clauses 31.32 to 31.36 (K-sure subrogation) and shall also inure to the benefit of K-sure.

31.36 The K-sure Agent, the Facility Agent and the Security Agent each agree that they will consult with K-sure prior to issuing a notice pursuant to clause 31.30 (although the consent of K-sure shall not be required in order for the Facility Agent and the Security Agent to issue such notice).

32 Position of Hedging Banks

32.1 Rights of Hedging Bank

Each Hedging Bank is a Finance Party and as such, will be entitled to share in the security constituted by the Security Documents in respect of any liabilities of the Borrower under the Hedging Contracts with such Hedging Bank in the manner and to the extent contemplated by the Finance Documents.

32.2 No voting rights

Subject to clause 46.2 (Exceptions), no Hedging Bank shall be entitled to vote on any matter where a decision of the Lenders alone is required under this Agreement, whether before or after the termination or close out of the Hedging Contracts with such Hedging Bank, provided that each Hedging Bank shall be entitled to vote on any matter where a decision of all the Finance Parties is expressly required.

32.3 Acceleration and enforcement of security

Subject to clause 46.2 (Exceptions), neither the Agents nor the Security Agent or any other beneficiary of the Security Documents shall be obliged, in connection with any action taken or proposed to be taken under or pursuant to clause 31 (Events of Default) or pursuant to the other Finance Documents, to have any regard to the requirements of any Hedging Bank except to the extent that the relevant Hedging Bank is also a Lender.

32.4 Close out of Hedging Contracts

(a) The parties to this Agreement agree that at any time when an Event of Default is continuing the Facility Agent (acting on the instructions of the Majority Lenders) shall be entitled, by notice in writing to a Hedging Bank, to instruct such Hedging Bank to terminate and close out any Hedging Transactions (or parts thereof) with the Borrower (on the basis that the Hedging Transactions shall be closed out pro rata and pari passu). The relevant Hedging Bank will terminate and close out the relevant Hedging Transactions (or parts thereof) and/or the relevant Hedging Contracts in accordance with such notice immediately upon receipt of such notice.

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(b) No Hedging Bank shall be entitled to terminate or close out any Hedging Contract or any Hedging Transaction under it prior to its stated maturity except:

(i) in accordance with a notice served by the Facility Agent under clause 32.4(a); or

(ii) in accordance with clause 30.6 (Unwinding of Hedging Contracts) (or, for the avoidance of doubt, as a result of a termination or dose out by the Borrower in accordance with clause 30 (Hedging)); or

(iii) if the Borrower has not paid amounts due under the relevant Hedging Contract and such amounts remain unpaid for a period of five (5) days after the due date for payment; or

(iv) if the Facility Agent takes any action under clause 31.30 (Acceleration); or

(v) if the Loans and other amounts outstanding under the Finance Documents (other than amounts outstanding under the Hedging Contracts) have been repaid by the Borrower in full; or

(vi) if, following the occurrence of any Illegality, Bankruptcy, Tax Event, Tax Event Upon Merger, Force Majeure Event or Additional Termination Event (as each such expression is defined in the Hedging Master Agreements), the relevant Hedging Bank is entitled to terminate or close out the relevant Hedging Transaction pursuant to the relevant Hedging Contract.

(c) If there is a net amount payable to the Borrower under a Hedging Transaction or a Hedging Contract upon its termination and close out as a result of a notice pursuant to clause 32.4(a), the relevant Hedging Bank shall forthwith pay that net amount (together with interest earned on such amount) to the Security Agent for application in accordance with clause 37.23 (Order of application).

(d) No Hedging Bank shall set-off any such net amount against or exercise any right of combination in respect of any other claim it has against the Borrower.

(e) If, as a result of any termination or close-out of any Hedging Transaction pursuant to any Illegality, Tax Event or Force Majeure Event as referred to in clause 32.4(b)(vi), the Borrower would fail to comply with the requirements set out in clause 30.1(a), the relevant Hedging Bank shall, as a condition of its right to designate an Early Termination Date, use all reasonable efforts (which will not require such Hedging Bank to incur a loss, other than immaterial, incidental expenses (as determined by such Hedging Bank in its reasonable discretion)) to transfer within thirty (30) days (in the case of Tax Event or Force Majeure Event) or seven (7) Business Days (in the case of Illegality) after it gives notice of its intention to terminate or close out the relevant Hedging Transaction(s) all its rights and obligations under the relevant Hedging Contract to another of its Offices (as defined in the Hedging Master Agreements) or Affiliates (and any such transferee shall be required to accede to this Agreement as a Hedging Bank) so that the relevant Termination Event (as defined in the Hedging Master Agreements) ceases to exist. The Borrower hereby consents to any such transfer. Such time period shall run concurrently with any time period relating to any transfer requirement or Waiting Period (as defined in the Hedging Master Agreements) under the relevant Hedging Contract.

(f)

(i) If the relevant Hedging Bank is unable to effect the transfer referred to in clause 32.4(e) within the relevant time period it will give notice to the Borrower (copied to the Facility Agent) to that effect following expiry of the relevant period, whereupon the Hedging Bank may then designate an Early Termination Date with respect to the relevant Hedging Transaction(s).

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(ii) Following designation of an Early Termination Date in relation to any Hedging Transaction by (1) a Hedging Bank pursuant to clause 32.4(f)(i) or following the occurrence of a Tax Event Upon Merger or (2) the Borrower in accordance with the terms of the relevant Hedging Contract and with the consent of the Facility Agent, the Borrower shall follow the process set out in clause 30.1(b) to the extent required in order to prevent any breach of clause 30.1(a) from arising as a result of the relevant termination or close-out pursuant such designation upon the expiry of the period referred to in clause 30.1(j).

(iii) In the event that no Lender is willing to take up the additional notional amount requested by the Borrower in accordance with clause 30.1(b), the Borrower may enter into one or more Hedging Contracts (on terms substantially the same as the Hedging Master Agreements entered into by the Original Hedging Banks on or about the date of this Agreement), with one or more Alternative Financial Institutions.

For the purpose of this clause 32.4(f) and clause 30.7(c) above, Alternative Financial Institution shall mean a financial institution, with an Approved Credit Rating, which is regularly engaged in or established for the purpose of investing in loans, securities or other financial assets and entering into ISDA derivative documentation and interest rate swaps and which, simultaneously with entering into a Hedging Contract with the Borrower, accedes to this Agreement as a Hedging Bank.

32.5 No Enforcement Action

Other than the steps permitted by clause 32.4, no Hedging Bank will take any Enforcement Action without the prior written consent of the Security Agent.

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SECTION 8 - CHANGES TO PARTIES

33 Changes to the Lenders

33.1 Assignments and transfers by the Lenders

(a) Subject to this clause 33, a Lender (the Existing Lender) may:

(i) assign any of its rights; or

(ii) transfer by novation any of its rights and obligations,

to another bank or financial institution, or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the New Lender).

(b) In addition to the other rights provided to Lenders under this clause 33, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign by way of security or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(i) any charge, assignment by way of security or other Security Interest to secure obligations to a federal reserve or central bank; and

(ii) in the case of any Lender which is a fund, any charge, assignment by way of security or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or other Security Interest shall:

(A) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or

(B) require any payments to be made by an Obligor or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.

33.2 Conditions of assignment or transfer

(a) The consent of the Borrower is required for an assignment or transfer by a Lender, unless the assignment is to another Lender or an Affiliate of a Lender or an Event of Default is continuing or such assignment or transfer is made after the Final Acceptance Date to an Approved Transferee and the relevant Existing Lender has notified the Borrower of the proposed assignment or transfer and New Lender at least five (5) Business Days prior to, and consulted with the Borrower on, the proposed assignment or transfer. The Facility Agent will immediately advise the Borrower and the Agents of the assignment or transfer.

(b) The Borrower’s consent to an assignment or transfer may not be unreasonably withheld or delayed and will be deemed to have been given ten (10) Business Days after the Lender has delivered its request for consent to the Borrower unless consent is expressly refused within that time.

(c) K-sure’s consent is required for an assignment or transfer by a Lender in respect of any part of the K-sure Facility.

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(d) The consent of the Issuing Bank is required for an assignment or transfer by an LC Lender unless the assignment is to another Lender or an Affiliate of a Lender or to another bank or financial institutional with an Approved Credit Rating.

(e) An Existing Lender shall provide the Borrower with at least two (2) Business Days’ prior written notice prior to an assignment or transfer in accordance with clause 33.1, unless the assignment or transfer is:

(i) by a K-sure Lender to K-sure; or

(ii) to another Lender or an Affiliate of a Lender; and/or

(iii) made at a time when an Event of Default is continuing.

(f) An assignment or transfer will only be effective:

(i) in the case of an assignment, on receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Finance Parties as it would have been under if it was an Original Lender or, in the case of a transfer, if the procedure set out in clause 33.5 (Procedure  for transfer) is complied with;

(ii) on the New Lender entering into any documentation required for it to accede as a party to the Intercreditor Deed and any Security Document to which the Original Lender is a party in its capacity as a Lender;

(iii) on the Facility Agent (or, if appropriate, the Existing Lender) obtaining all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment or transfer to a New Lender, the completion of which the Facility Agent (or, if appropriate, the Existing Lender) shall promptly notify to the Existing Lender (or, as appropriate, the Facility Agent) and the New Lender;

(iv) if, other than on an Approved Refinancing, that Existing Lender assigns or transfers equal fractions of its Commitment and participation in the Utilisations (if any) under the Facilities;

(v) other than where a Finance Party has granted security pursuant to clause 33.1(b), if the New Lender enters into a non-disclosure agreement with the Existing Lender on similar terms to that which the Borrower previously entered into with the Existing Lender; and

(vi) if at the time when an assignment or transfer takes effect more than one Utilisation is outstanding, the assignment of an Existing Lender’s participation in the Utilisations (if any) under the Facilities shall take effect in respect of the same fraction of each such Utilisation.

(g) If: (i) a Lender or Hedging Bank assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office or new Hedging Bank under clause 14 (Tax gross-up and indemnities) or clause 15 (Increased Costs), then the New Lender or Lender acting through its new Facility Office or new Hedging Bank is only entitled to receive payment under those clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office or Hedging Bank would have been if the assignment, transfer or change had not occurred.

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33.3 Fee

Except for any assignment or transfer from a K-sure Lender to K-sure or on an Approved Refinancing, the New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $2,500.

33.4 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii) the financial condition of any Obligor;

(iii) the performance and observance by any Obligor or any other person of its obligations under the Finance Documents or any other documents;

(iv) the application of any Basel 2 Regulation to the transactions contemplated by the Finance Documents; or

(v) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties and the Finance Parties that it:

(i) has made (and shall continue to make) its own independent investigation and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document; and

(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and their related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-assignment or re-transfer from a New Lender of any of the rights assigned and obligations transferred under this clause 33 (Changes to the Lenders); or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or by reason of the application of any Basel 2 Regulation to the transactions contemplated by the Finance Documents or otherwise.

33.5 Procedure for transfer

(a) Subject to the conditions set out in clause 33.2 (Conditions of assignment or transfer) an assignment or transfer is effected in accordance with clause 33.5(b) below when (a) the Facility Agent executes an otherwise duly completed Transfer Certificate and (b) the Facility Agent executes any document required under clause 33.2(f) which it may be necessary for it to execute in each case delivered to it by the Existing Lender and the New Lender duly executed by them and, in the case of any such other document, any other relevant person. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a Transfer Certificate and any such other document each duly completed, appearing on its face to

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comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and such other document. The Borrower and the other Finance Parties irrevocably authorise the Facility Agent to execute any Transfer Certificate on their behalf without any consultations with them.

(b) On the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to assign its rights and be released from its obligations under any Finance Document, the Existing Lender shall assign such rights absolutely to the New Lender and shall be released from further obligations towards the Borrower and the other Finance Parties under such Finance Documents (being the Discharged Rights Obligations) (but the obligations owed by the Borrower under the Finance Documents shall not be released);

(ii) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under this Agreement the Borrower and the Existing Lender shall be released from further obligations towards one another under this Agreement and their respective rights against one another under this Agreement shall be cancelled (being the Discharged Rights and Obligations);

(iii) in the case of an assignment pursuant to paragraph (i) above, the New Lender shall assume obligations towards the Borrower and the other Finance Parties and the Borrower and the other Finance Parties shall acquire rights against the New Lender which differ from the Discharged Rights Obligations only insofar as the New Lender has assumed and/or the Borrower and the other Finance Parties acquired the same in place of the Existing Lender and the New Lender shall be bound by the Discharged Rights Obligations;

(iv) in the case of a transfer pursuant to paragraph (ii) above, the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that the Borrower and the New Lender have assumed and/or acquired the same in place of that the Borrower and the Existing Lender;

(v) the other Finance Parties and the New Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Security Agent, Existing Lender and the other Finance Parties shall each be released from further obligations to each other under the Finance Documents; and

(vi) the New Lender shall become a Party as a “Lender’.

33.6 Copy of Transfer Certificate to Borrower

The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate and any other document required under clause 33.2(f), send a copy of that Transfer Certificate and such documents to the Borrower.

33.7 Universal Succession (Assignments and Transfers)

(a) If a Lender is to be merged with any other person by universal succession, such Lender shall, at its own cost within 45 days of that merger furnish to the Facility Agent:

(i) an original or certified true copy of a legal opinion issued by a qualified legal counsel practising law in its jurisdiction of incorporation confirming that all such Lender’s assets, rights and obligations generally have been duly vested in the succeeding entity who has succeeded to all relationships as if those assets, rights and obligations had been originally acquired, incurred or entered into by the succeeding entity; and

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(ii) an original or certified true copy of a written confirmation by either the Lender’s legal counsel or such other legal counsel acceptable to the Facility Agent and for the benefit of the Facility Agent (in its capacity as agent of the Lenders) that the laws of England and of the jurisdiction in which the Facility Office of such Lender is located recognise such merger by universal succession under the relevant foreign laws,

whereupon a transfer and novation of all such Lender’s assets, rights and obligations to its succeeding entity shall have been, or be deemed to have been, duly effected as at the date of the said merger.

(b) If such Lender, in a universal succession, does not comply with the requirements under paragraph (a) above, the Facility Agent has the right to decline to recognise the succeeding entity and demand such Lender and the succeeding entity to either sign and deliver a Transfer Certificate to the Facility Agent evidencing the disposal of all rights and obligations of such Lender to that succeeding entity, or provide or enter into such documents, or make such arrangements acceptable to the Facility Agent (acting on the advice of the Lender’s legal counsel (any legal costs so incurred shall be borne by the relevant Lender)) in order to establish that all rights and obligations of the relevant Lender under this Agreement have been transferred to and assumed by the succeeding entity.

(c) This clause 33.7 shall be subject to clause 33.2(f).

34 Changes to the Obligors

None of the Obligors may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

35 Benefit and burden

This Agreement shall be binding upon, and enure for the benefit of, the Finance Parties and their respective successors in title and transferees and the Borrower and its successors in title.

36 Confidentiality

36.1 Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by clause 36.2 (Disclosure of Confidential Information) and clauses 36.3(a) to 36.3(c) (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

36.2 Disclosure of Confidential Information

Any Finance Party may disclose:

(a) to any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners, insurers and insurance brokers and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph 36.2(a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

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(b) to any person:

(i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent or Security Agent and, in each case, to any of that person’s Affiliates, Representatives and professional advisers;

(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person’s Affiliates, Representatives and professional advisers;

(iii) appointed by any Finance Party or by a person to whom clauses 36.2(a) or 36.2(b)(i) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under clause 37.14 (Relationship with the Lenders and the Hedging Banks));

(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in clauses 36.2(a) or 36.2(b)(i) above;

(v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(vii) who is a Party; or

(viii) with the consent of the Borrower;

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A) in relation to clauses 36.2(b)(i) and 36.2(b)(ii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B) in relation to clause 32.4(b)(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C) in relation to clauses 32.4(b)(iv), 32.4(b)(v) and 32.4(b)(vi) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information

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may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances; and

(c) to any person appointed by that Finance Party or by a person to whom clauses 36.2(b)(i) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party;

(d) to any rating agency (including any professional advisers) such Confidential information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.

36.3 Disclosure to numbering service providers

(a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Obligors the following information:

(i) names of Obligors;

(ii) country of domicile of Obligors;

(iii) place of incorporation of Obligors;

(iv) date of this Agreement;

(v) clause 48 (Governing law);

(vi) the names of the Facility Agent and the Arranger;

(vii) date of each amendment and restatement of this Agreement;

(viii) amount of Total Commitments;

(ix) currency of the Facility;

(x) type of Facility;

(xi) ranking of Facility;

(xii) the term of the Facility;

(xiii) changes to any of the information previously supplied pursuant to paragraphs (i) to (xii) above; and

(xiv) such other information agreed between such Finance Party and the Borrower,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

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(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c) The Borrower represents that none of the information set out in clauses 36.3(a)(i) to 36.3(a)(xiii) above is, nor will at any time be, unpublished price-sensitive information.

(d) The Facility Agent shall notify the Borrowers and the other Finance Parties of:

(i) the name of any numbering service provider appointed by the Facility Agent in respect of this Agreement, the Facility and/or one or more Obligors; and

(ii) the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more Obligors by such numbering service provider.

36.4 Entire agreement

This clause 36 (Confidentiality) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

36.5 Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

36.6 Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

(a) of the circumstances of any disclosure of Confidential Information made pursuant to clause 36.2(b)(iv) (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that clause during the ordinary course of its supervisory or regulatory function; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of this clause 36 (Confidentiality).

36.7 Continuing obligations

The obligations in this clause 36 (Confidentiality) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve months from the earlier of:

(a) the date on which all amounts payable by the Obligors under or in connection with the Finance Documents have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b) the date on which such Finance Party otherwise ceases to be a Finance Party.

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SECTION 9 - THE FINANCE PARTIES

37 Roles of Facility Agent, Security Agent and K-sure Agent

37.1 Appointment of the Facility Agent

(a) Each other Finance Party (other than the Security Agent) appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

(b) Each such other Finance Party authorises the Facility Agent:

(i) to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions; and

(ii) to execute each of the Security Documents and all other documents that may be approved by the Majority Lenders for execution by it.

37.2 Instructions to Facility Agent

(a) The Facility Agent shall:

(i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by:

(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B) in all other cases, the Majority Lenders; and

(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with clause 37.2(a)(i) above.

(b) The Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Facility Agent may refrain from acting unless and until it receives those instructions or that clarification.

(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties (other than the Security Agent).

(d) The Facility Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

(e) In the absence of, or while awaiting, instructions from the Majority Lenders (or, if appropriate, the Lenders), the Facility Agent may act (or refrain from acting) as it considers to be in the best interest of the Finance Parties.

(f) The Facility Agent is not authorised to act on behalf of a Lender or any Hedging Provider (without first obtaining that Lender’s or any Hedging Provider’s consent) in any legal or

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arbitration proceedings relating to any Finance Document. This paragraph (f) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Security Documents.

(g) Neither the Facility Agent nor the Co-ordinating Bank shall be obliged to request any certificate, opinion or other information under clause 20 (Information undertakings) unless so required in writing by a Lender or any Hedging Bank, in which case the Facility Agent shall promptly make the appropriate request of the Borrower if such request would be in accordance with the terms of this Agreement.

37.3 Duties of the Facility Agent

(a) The Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.

(b) Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(c) If the Facility Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(d) If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Facility Agent or the Security Agent for their own account) under this Agreement it shall promptly notify the other Finance Parties.

(e) The Facility Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

37.4 No fiduciary duties

(a) Nothing in this Agreement or any other Finance Document constitutes the Facility Agent as a trustee or fiduciary of any other person.

(b) None of the Facility Agent, the Security Agent shall be bound to account to any Lender or any Hedging Bank for any sum or the profit element of any sum received by it for its own account or have any obligations to the other Finance Parties beyond those expressly stated in the Finance Documents.

37.5 Business with the Group

The Facility Agent and the Security Agent may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Obligor or other member of the Group or their Affiliates as if it were not performing the duties specified herein or any other Finance Document.

37.6 Rights and discretions of the Facility Agent

(a) The Facility Agent may rely on:

(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his or her knowledge or within his or her power to verify.

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(b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as facility agent for the other Finance Parties) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under clause 31.1 (Non-payment));

(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and

(iii) any notice or request made by the Borrower (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.

(c) The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts in the conduct of its obligations and responsibilities under the Finance Documents, subject to clause 18 (Costs and expenses).

(d) The Facility Agent may act in relation to the Finance Documents through its personnel and agents.

(e) The Facility Agent may disclose to any other Party any information it reasonably believes it has received as facility agent under this Agreement.

(f) Without prejudice to the generality of paragraph (e) above, the Facility Agent:

(i) may disclose; and

(ii) upon the written request of the Borrower or the Majority Lenders shall, as soon as reasonably practicable, disclose,

the identity of a Defaulting Lender to the other Finance Parties and the Borrower.

(g) Notwithstanding any other provision of any Finance Document to the contrary, the Facility Agent is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. The Facility Agent may do anything which in its opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction.

37.7 Majority Lenders’ instructions

(a) Unless a contrary indication appears in a Finance Document (including, but not limited to, clause 46.2 (Exceptions)), the Facility Agent shall:

(i) exercise any right, power, authority or discretion vested in it as Facility Agent (including giving instructions to the Security Agent) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent); and

(ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

(b) Unless a contrary indication appears in a Finance Document (including, but not limited to, clause 46.2 (Exceptions)), any instructions given by the Majority Lenders to the Facility Agent (in relation to any right, power, authority or discretion vested in it as Facility Agent) shall be binding on all the Finance Parties (other than the Security Agent).

(c) The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated Indirect Tax) which it may incur in complying with the instructions.

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(d) In the absence of, or while awaiting, instructions from the Majority Lenders (or, if appropriate, the Lenders), the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Finance Parties.

(e) The Facility Agent is not authorised to act on behalf of a Lender or any Hedging Bank (without first obtaining that Lender’s or that Hedging Bank’s consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 37.7(e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Security Documents.

(f) The Facility Agent shall not be obliged to request any certificate, opinion or other information under clause 20 (Information undertakings) unless so required in writing by a Lender or any Hedging Bank, in which case the Facility Agent shall promptly make the appropriate request of the Borrower if such request would be in accordance with the terms of this Agreement.

37.8 Responsibility for documentation and other matters

The Facility Agent:

(a) is not responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Facility Agent, an Obligor or any other person given in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or of any representations in any Finance Document or of any copy of any document delivered under any Finance Document;

(b) is not responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any Project Agreement or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document or any Project Agreement;

(c) is not responsible for the application of any Basel 2 Regulation to the transactions contemplated by the Finance Documents;

(d) is not responsible for any loss to the Trust Property arising in consequence of the failure, depreciation or loss of any Charged Property or any investments made or retained in good faith or by reason of any other matter or thing;

(e) is not obliged to account to any person for any sum or the profit element of any sum received by it for its own account;

(f) is not responsible for the failure of any Obligor or any other party to perform its obligations under any Finance Document, Project Agreement or the financial condition of any such person;

(g) is not responsible to ascertain whether all deeds and documents which should have been deposited with it (or the Security Agent) under or pursuant to any of the Security Documents have been so deposited;

(h) is not responsible to investigate or make any enquiry into the title of any Obligor or any other party to any of the Charged Property or any of its other property or assets;

(i) is not responsible for the failure to register any of the Security Documents with the Registrar of Companies or any other public office;

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(j) is not responsible for the failure to register any of the Security Documents in accordance with the provisions of the documents of title of any Obligor or any other party to any of the Charged Property;

(k) is not responsible for the failure to take or require any Obligor or any other party to take any steps to render any of the Security Documents effective as regards property or assets outside England or Wales or to secure the creation of any ancillary charge under the laws of the jurisdiction concerned; or

(l) is not (unless it is the same entity as the Security Agent) responsible on account of the failure of the Security Agent to perform or discharge any of its duties or obligations under the Security Documents.

37.9 Exclusion of liability

(a) Without limiting clause 37.9(b) (and without prejudice to the provisions of clause 40.10 (Disruption to Payment Systems etc.)), the Facility Agent will not be liable for any action or omission taken or committed by it under or in connection with any Finance Document or any insurance policy, unless directly caused by its gross negligence or wilful misconduct.

(b) No Party (other than the Facility Agent) may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any insurance policy and any officer, employee or agent of the Facility Agent may rely on this clause subject to clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

(c) The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Facility Agent to carry out any “Know Your Customer” or other checks in relation to any person on behalf of any Lender or any Hedging Bank and each Lender and each Hedging Bank confirms to the Facility Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent.

37.10 Lenders’ indemnity to the Facility Agent

(a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero):

(i) indemnify the Facility Agent, promptly on demand, against:

(A) any Losses for negligence or any other category of liability whatsoever incurred by such Lenders’ Representative in the circumstances contemplated pursuant to clause 40.10 (Disruption to Payment Systems etc) notwithstanding the Facility Agent’s negligence, gross negligence, or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent); and

(B) any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct) including the costs of any person engaged in accordance with clause 37.6 (Rights and discretions of the Facility Agent) and any Receiver in acting as its agent under the Finance Documents (unless the Facility Agent has been reimbursed by an Obligor pursuant to a Finance Document or out of the Trust Property); and

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(ii) reimburse the Facility Agent for any out of pocket expenses (including reasonable legal fees and expenses) incurred by it in connection with the preparation, execution, administration or enforcement of, or legal advice in respect of rights or responsibilities under, the Finance Documents, to the extent that the Facility Agent is not reimbursed for such expenses by the Borrower pursuant to and in accordance with clause 18.1 (Transaction expenses).

(b) Subject to clause 37.10(c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Facility Agent pursuant to paragraph (a) above.

(c) Clause 37.10(b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Facility Agent to an Obligor.

(d) The provisions of this clause 37.10 shall survive the termination or expiry of this Agreement.

37.11 Resignation of the Facility Agent

(a) The Facility Agent may resign and appoint one of its Affiliates as successor by giving thirty (30) days prior written notice to the Lenders, the Hedging Banks, the Security Agent, the K-sure Agent and the Borrower.

(b) Alternatively the Facility Agent may resign by giving thirty (30) days’ notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Facility Agent.

(c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with clause 37.11(b) above within thirty (30) days after notice of resignation was given, the Facility Agent (after consultation with the Borrower) may appoint a successor Facility Agent.

(d) If the Facility Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Facility Agent is entitled to appoint a successor Facility Agent under clause 37.11(c) above, the Facility Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Facility Agent to become a party to this Agreement as Facility Agent) agree with the proposed successor Facility Agent amendments to this clause 37 and any other term of this Agreement dealing with the rights or obligations of the Facility Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Facility Agent’s normal fee rates and those amendments will bind the Parties.

(e) The retiring Facility Agent shall, at its own cost, make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents.

(f) The Facility Agent’s resignation notice shall only take effect upon the appointment of a successor.

(g) The appointment of the successor Facility Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Facility Agent. As of this date, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of clause 16.3 (Indemnity to the Agents and the Security Agent) and this clause 37 (and any agency fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(h) After consultation with the Borrower, the Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with clause 37.11(b). in this event, the Facility Agent shall resign in accordance with clause 37.11(b).

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37.12 Replacement of the Facility Agent

(a) After consultation with the Borrower, the Majority Lenders may, by giving 30 days’ notice to the Facility Agent (or, at any time the Facility Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Facility Agent by appointing a successor Facility Agent.

(b) The retiring Facility Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(c) The appointment of the successor Facility Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Facility Agent. As from this date, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under clause 37.12(a)) but shall remain entitled to the benefit of clause 16.3 (Indemnity to the Agents and the Security Agent) and this clause 37 (and any agency fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date).

(d) Any successor Facility Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(e) The Facility Agent shall resign in accordance with clause 37.12 (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Facility Agent) if, on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either:

(i) the Facility Agent fails to respond to a request under clause 14.8 (FATCA Information) and a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the information supplied by the Facility Agent pursuant to clause 14.8 (FATCA Information) indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii) the Facility Agent notifies the Borrower and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(iv) and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, and that Lender, by notice to the Facility Agent, requires it to resign.

37.13 Confidentiality

(a) In acting as facility agent for the Finance Parties, the Facility Agent shall be regarded as acting through its department, division or team directly responsible for the management of the Finance Documents which shall be treated as a separate entity from any other of its divisions, departments or teams.

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(b) If information is received by another division or department of the Facility Agent, it may be treated as confidential to that division or department and the Facility Agent shall not be deemed to have notice of it.

(c) Notwithstanding any other provision of any Finance Document to the contrary, the Facility Agent is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.

37.14 Relationship with the Lenders and the Hedging Banks

(a) The Facility Agent may treat each Lender and each Hedging Bank as a Lender or (as the case may be) a Hedging Bank, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five (5) Business Days prior notice from that Lender or that Hedging Bank to the contrary in accordance with the terms of this Agreement.

(b) Each Lender and each Hedging Bank shall supply the Facility Agent with any information that the Facility Agent may reasonably specify as being necessary or desirable to enable the Facility Agent or the Security Agent to perform its functions as Facility Agent or Security Agent. Each Lender and each Hedging Bank shall deal with the Security Agent exclusively through the Facility Agent and shall not deal directly with the Security Agent.

(c) Each Lender shall supply the Facility Agent with any information required by the Facility Agent in order to calculate the Mandatory Cost in accordance with Schedule 6 (Mandatory Cost Formulae).

37.15 Credit appraisal by the Lenders and the Hedging Banks

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender and each Hedging Bank confirms to each other Finance Party that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a) the financial condition, status and nature of each Obligor and the Group;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;

(c) the application of any Basel 2 Regulation or Basel 3 Regulation to the transactions contemplated by the Finance Documents;

(d) whether any Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(e) the adequacy, accuracy and/or completeness of any information provided by the Facility Agent, any Party or by any other person under or in connection with any Transaction Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and

(f) the right of title of any person to, or the value or sufficiency of, any part of the Charged Property, the priority of the Security Documents or the existence of any Security Interest affecting the Charged Property.

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37.16 Reference Banks

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Facility Agent shall (in consultation with the Borrower) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

37.17 Deduction from amounts payable by the Facility Agent

If any Party owes an amount to the Facility Agent under the Finance Documents the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

37.18 Reliance and engagement letters

Each Finance Party confirms that each of the Security Agent and the Facility Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Security Agent or the Facility Agent) the terms of any reliance letter or engagement letters relating to any reports, opinions or letters provided by accountants or other professional advisers in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those reports, opinions or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

37.19 Common parties

Although the Facility Agent and the Security Agent may from time to time be the same entity, that entity will have entered into the Finance Documents (to which it is party) in its separate capacities as facility agent for the Finance Parties and (as appropriate) security agent and trustee for the Finance Parties. Where any Finance Document provides for the Facility Agent or Security Agent to communicate with or provide instructions to the other, while they are the same entity, such communication or instructions will not be necessary.

37.20 Security Agent

(a) Each other Finance Party appoints the Security Agent to act as its agent and (to the extent permitted under any applicable law) trustee under and in connection with the Security Documents and confirms that the Security Agent shall have a lien on the Security Documents and the proceeds of the enforcement of those Security Documents for all moneys payable to the beneficiaries of those Security Documents.

(b) Each other Finance Party authorises the Security Agent:

(i) to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions; and

(ii) to execute each of the Security Documents and all other documents that may be approved by the Facility Agent and/or the Majority Lenders for execution by it.

(c) The Security Agent accepts its appointment under clause 37.20 (Security Agent) as trustee of the Trust Property with effect from the date of this Agreement and declares that it holds

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the Trust Property on trust for itself, the other Finance Parties (for so long as they are Finance Parties) and such other persons entitled under the lntercreditor Deed on and subject to the terms set out in clauses 37.20 to 37.28 (inclusive), the lntercreditor Deed and the Security Documents to which it is a party.

37.21 Application of certain clauses to Security Agent

(a) Clauses 37.6 (Rights and discretions of the Facility Agent), 37.8 (Responsibility for documentation and other matters), 37.9 (Exclusion of liability), 37.10 (Lenders’ indemnity to the Facility Agent), 37.11 (Resignation of the Facility Agent), 37.12 (Replacement of the Facility Agent), 37.13 (Confidentiality), 37.14 (Relationship with the Lenders and the Hedging Banks), 37.15 (Credit appraisal by the Lenders and the Hedging Banks) and 37.17 (Deduction from amounts payable by the Facility Agent) shall each extend so as to apply to the Security Agent in its capacity as such and for that purpose each reference to the “Facility Agent” in these clauses shall extend to include in addition a reference to the “Security Agent” in its capacity as such.

(b) In addition, clause 37.11 (Resignation of the Facility Agent) shall, for the purposes of its application to the Security Agent pursuant to clause 37.21(a), have the following additional sub-clause:

At any time after the appointment of a successor, the retiring Security Agent shall do and execute all acts, deeds and documents reasonably required by its successor to transfer to it (or its nominee, as it may direct) any property, assets and rights previously vested in the retiring Security Agent pursuant to the Security Documents and which shall not have vested in its successor by operation of law. All such acts, deeds and documents shall be done or, as the case may be, executed at the cost of the retiring Security Agent (except where the Security Agent is retiring under clause 37.11(h) as extended to it by clause 37.21(a), in which case such costs shall be borne by the Lenders (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero)).

37.22 Instructions to Security Agent

(a) Unless a contrary indication appears in a Finance Document, the Security Agent shall:

(i) exercise any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Facility Agent (or, if so instructed by the Facility Agent, refrain from exercising any right, power, authority or discretion vested in it as Security Agent); and

(ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Facility Agent (the Facility Agent in each case acting on the instructions of the Majority Lenders or, if appropriate pursuant to clause 46.2 (Exceptions), the Lenders).

(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Facility Agent as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification.

(c) Unless a contrary indication appears in a Finance Document, any instructions given by the Facility Agent to the Security Agent in accordance with clause 37.22(a) shall override any conflicting instructions given by any other Parties and will be binding on the Finance Parties.

(d) The Security Agent may refrain from acting in accordance with the instructions of the Facility Agent until it has received such security as it may require for any cost, loss or liability (together with any associated Indirect Tax) which it may incur in complying with the instructions.

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(e) In the absence of, or while awaiting, instructions from the Facility Agent, (including in exceptional circumstances where time does not permit the Facility Agent obtaining instructions from the Lenders and urgent action is required) the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Finance Parties.

(f) The Security Agent is not authorised to act on behalf of another Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document but this is without prejudice to clauses 37.22(a) and 37.22(e), including the right to enforce the Security Documents in accordance with these clauses.

37.23 Order of application

(a) Except as otherwise provided in this Agreement and subject to the terms of the Intercreditor Agreement, the Security Agent agrees to apply the Trust Property in accordance with the following respective claims:

(i) first, as to a sum equivalent to the amounts payable to K-sure under clause 16.4, the Facility Agent and/or the K-sure Agent and/or the Security Agent under the Finance Documents (excluding any amounts received by the Facility Agent and/or the Security Agent pursuant to clause 37.10 (Lenders’ indemnity to the Facility Agent) as extended to the Security Agent pursuant to clause 37.21 (Application of certain clauses to Security Agent) or by the K-sure Agent pursuant to clause 37.22(f)), for the Facility Agent and/or the K-sure Agent and/or the Security Agent absolutely, and/or K-sure;

(ii) secondly, as to a sum equivalent to any other unpaid fees, costs (including, without limitation, Break Costs) and expenses of the Facility Agent, the Security Agent, the Account Bank, the Mandated Lead Arrangers and any Receiver under the Finance Documents;

(iii) thirdly, in or towards payment, on a pari passu basis, to (i) the Lenders pro rata of any accrued interest, fee or commission due but unpaid under the Finance Documents and (ii) the Hedging Banks pro rata of any sums (other than swap termination / close-out payments sums under the Hedging Contracts) owing to them under any of the Finance Documents;

(iv) fourthly, in or towards payment, on a pari passu basis, to:

(A) the Lenders pro rata of any principal which is due (or overdue) but unpaid under the Finance Documents; and

(B) the Hedging Banks pro rata of any termination sums / close-out payments owing to them under the Hedging Contracts;

(v) fifthly, only when an Event of Default is continuing, until such time as the Security Agent is satisfied that all obligations owed to the Finance Parties have been irrevocably and unconditionally discharged in full or no Event of Default is continuing, held by the Security Agent on a suspense account for payment of any further amounts owing to the Finance Parties under the Finance Documents and further application in accordance with this clause 37.23(a) as and when any such amounts later fall due, to the extent there remains a risk of an insolvency (as described in clause 31.8 (Insolvency)) and/or insolvency proceedings (as described in clause 31.9 (Insolvency proceedings)) affecting the Borrower;

(vi) sixthly, to such other persons (if any) as are entitled thereto in accordance with the Intercreditor Agreement;

(vii) seventhly, to such other persons (if any) as are legally entitled thereto in priority to the Obligors; and

(viii) eighthly, as to the balance (if any), for the Obligors by or from whom or from whose assets the relevant amounts were paid, received or recovered or other person entitled to them.

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(b) The Security Agent shall make each application as soon as is practicable after the relevant moneys are received by, or otherwise become available to, it save that (without prejudice to any other provision contained in any of the Security Documents) the Security Agent (acting on the instructions of the Facility Agent) or any receiver or administrator may, when an Event of Default is continuing, credit any moneys received by it to a suspense account for so long and in such manner as the Security Agent or such receiver or administrator may from time to time determine with a view to preserving the rights of the Finance Parties or any of them to prove for the whole of their respective claims against the Borrower or any other person liable provided that: (1) when such amounts taken together with other amounts that are held on similar suspense or nominal accounts in accordance with the Finance Documents are sufficient to discharge the Borrower’s obligations under the Finance Documents they must be so applied; and (ii) such amount shall be treated as having been paid when due for all purposes under the Finance Documents, including the determination of interest accruing on amounts, whether at the default rate or otherwise.

(c) The Security Agent shall obtain a good discharge in respect of the amounts expressed to be due to the other Finance Parties as referred to in this clause 37.23 by paying such amounts to the Facility Agent for distribution in accordance with clause 40 (Payment mechanics).

37.24 Perpetuities

The perpetuity period to the extent applicable to this Agreement and the other Finance Documents shall be 125 years from the date of this Agreement.

37.25 Powers and duties of the Security Agent as trustee of the security

In its capacity as trustee in relation to the Security Documents, the Security Agent:

(a) shall, without prejudice to any of the powers, discretions and immunities conferred upon trustees by law (and to the extent not inconsistent with the provisions of this Agreement or any of the Security Documents), have all the same powers and discretions as a natural person acting as the beneficial owner of such property and/or as are conferred upon the Security Agent by this Agreement and/or any Security Document but so that the Security Agent may only exercise such powers and discretions to the extent that it is authorised to do so by the provisions of this Agreement;

(b) shall (subject to clause 37.23 (Order of application)) be entitled (in its own name or in the names of nominees) to invest moneys from time to time forming part of the Trust Property or otherwise held by it as a consequence of any enforcement of the security constituted by any Finance Document which, in the reasonable opinion of the Security Agent, it would not be practicable to distribute immediately, by placing the same on deposit in the name or under the control of the Security Agent as the Security Agent may think fit without being under any duty to diversify the same and the Security Agent shall not be responsible for any loss due to interest rate or exchange rate fluctuations except for any loss arising from the Security Agent’s gross negligence or wilful misconduct;

(c) may, subject to the consent of the Borrower unless an Event of Default is continuing, in the conduct of its obligations under and in respect of the Security Documents (otherwise than in relation to its right to make any declaration, determination or decision), instead of acting personally, employ and pay any agent (whether being a lawyer or any other person) to transact or concur in transacting any business and to do or concur in doing any acts required to be done by the Security Agent (including the receipt and payment of money) and on the basis that (i) any such agent engaged in any profession or business shall be entitled to be paid all usual professional and other charges for business transacted and acts done by him or any partner or employee of his or her in connection with such employment

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and (ii) the Security Agent shall not be bound to supervise, or be responsible for any loss incurred by reason of any act or omission of, any such agent if the Security Agent shall have exercised reasonable care in the selection of such agent; and

(d) may place all deeds and other documents relating to the Trust Property which are from time to time deposited with it pursuant to the Security Documents in any safe deposit, safe or receptacle selected by the Security Agent exercising reasonable care or with any firm of solicitors or company whose business includes undertaking the safe custody of documents selected by the Security Agent exercising reasonable care and may make any such arrangements as it thinks fit for allowing Obligors access to, or its solicitors or auditors possession of, such documents when necessary or convenient and the Security Agent shall not be responsible for any loss incurred in connection with any such deposit, access or possession if it has exercised reasonable care in the selection of a safe deposit, safe, receptacle or firm of solicitors or company (save that it shall take reasonable steps to pursue any person who may be liable to it in connection with such loss).

37.26 All enforcement action through the Security Agent

None of the other Finance Parties shall have any independent power to enforce any of the Security Documents or to exercise any rights, discretions or powers or to grant any consents or releases under or pursuant to any of the Security Documents or otherwise have direct recourse to the security and/or guarantees constituted by any of the Security Documents except through the Security Agent. If any Lender is a party to any Security Document it shall promptly upon being requested by the Facility Agent to do so grant power of attorney or other sufficient authority to the Security Agent to enable the Security Agent to exercise any rights, discretions or powers or to grant any consents or releases under such Security Document.

37.27 Co-operation to achieve agreed priorities of application

The other Finance Parties shall co-operate with each other and with the Security Agent and any receiver or administrator under the Security Documents in realising the property and assets subject to the Security Documents and in ensuring that the net proceeds realised under the Security Documents after deduction of the expenses of realisation are applied in accordance with clause 37.23 (Order of application).

37.28 Indemnity from Trust Property

(a) In respect of all liabilities, costs or expenses for which the Obligors are liable under this Agreement, the Security Agent and each Affiliate of the Security Agent and each officer or employee of the Security Agent or its Affiliate (each an Indemnified Person) shall be entitled to be indemnified out of the Trust Property in respect of all liabilities, damages, costs, claims, charges or expenses whatsoever properly incurred or suffered by such Indemnified Person in the execution or exercise or bona fide purported execution or exercise of the trusts, rights, powers, authorities, discretions and duties created or conferred by or pursuant to the Finance Documents.

(b) The rights conferred by this clause 37.28 are without prejudice to any right to indemnity by law given to trustees generally and to any provision of the Finance Documents entitling the Security Agent or any other person to an indemnity in respect of, and/or reimbursement of, any liabilities, costs or expenses incurred or suffered by it in connection with any of the Finance Documents or the performance of any duties under any of the Finance Documents. Nothing contained in this clause 37.28 shall entitle the Security Agent or any other person to be indemnified in respect of any liabilities, damages, costs, claims, charges or expenses to the extent that the same arise from such person’s own gross negligence or wilful misconduct.

37.29 Finance Parties to provide information

The other Finance Parties shall provide the Security Agent with such written information as it may reasonably require for the purposes of carrying out its duties and obligations under the

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Security Documents and, in particular, with such necessary directions in writing so as to enable the Security Agent to make the calculations and applications contemplated by clause 37.23 (Order of application) above and to apply amounts received under, and the proceeds of realisation of, the Security Documents as contemplated by the Security Documents, clause 40.6 (Partial payments) and clause 37.23 (Order of application).

37.30 Release to facilitate enforcement and realisation

Each Finance Party acknowledges that pursuant to any enforcement action by the Security Agent (or a Receiver) carried out on the instructions of the Facility Agent it may be desirable for the purpose of such enforcement and/or maximising the realisation of the Charged Property being enforced against, that any rights or claims of or by the Security Agent (for the benefit of the Finance Parties) and/or any Finance Parties against any Obligor and/or any Security Interest over any assets of any Obligor (in each case) as contained in or created by any Finance Document, other than such rights or claims or security being enforced, be released in order to facilitate such enforcement action and/or realisation and, notwithstanding any other provision of the Finance Documents, each Finance Party hereby irrevocably authorises the Security Agent (acting on the instructions of the Facility Agent) to grant any such releases to the extent necessary to fay effect such enforcement action and realisation including, without limitation, to the extent necessary for such purposes to execute release documents in the name of and on behalf of the Finance Parties. Where the relevant enforcement is by way of disposal of shares in the Borrower, the requisite release shall include releases of all claims (including under guarantees) of the Finance Parties and/or the Security Agent against the Borrower and of all Security Interests over the assets of the Borrower.

37.31 Undertaking to pay

The Borrower undertakes with the Security Agent on behalf of the Finance Parties that it will, on demand by the Security Agent, pay to the Security Agent all money from time to time owing, and discharge all other obligations from time to time incurred, by it under or in connection with the Finance Documents provided that any payment under this undertaking shall discharge its obligation to pay such amount to the relevant Finance Party entitled to such payment.

37.32 Additional trustees

The Security Agent shall have power by notice in writing to the other Finance Parties and the Borrower to appoint any person approved by the Borrower (such approval not to be unreasonably withheld or delayed) either to act as separate trustee or as co-trustee jointly with the Security Agent:

(a) if the Security Agent reasonably considers such appointment to be in the best interests of the Finance Parties;

(b) for the purpose of conforming with any legal requirement, restriction or condition in any jurisdiction in which any particular act is to be performed; or

(c) for the purpose of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction against any person of a judgment already obtained,

and any person so appointed shall (subject to the provisions of this Agreement) have such rights (including as to reasonable remuneration), powers, duties and obligations as shall be conferred or imposed by the instrument of appointment approved by the Borrower. The Security Agent shall have power to remove any person so appointed. At the request of the Security Agent, the other parties to this Agreement shall forthwith execute all such documents and do all such things as may be required to perfect such appointment or removal and each Finance Party irrevocably authorises the Security Agent in its name and on its behalf to do the same. Such a person shall accede to this Agreement as a Security Agent to the extent necessary to carry out their role on terms satisfactory to the Security Agent and (subject

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always to the provisions of this Agreement) have such trusts, powers, authorities, liabilities and discretions (not exceeding those conferred on the Security Agent by this Agreement and the other Finance Documents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment (being no less onerous than would have applied to the Security Agent but for the appointment). The Security Agent shall not be bound to supervise, or be responsible for any loss incurred by reason of any act or omission of, any such person if the Security Agent shall have exercised reasonable care in the selection of such person.

37.33 Non-recognition of trust

It is agreed by all the parties to this Agreement that:

(a) in relation to any jurisdiction the courts of which would not recognise or give effect to the trusts expressed to be constituted by this clause 37, the relationship of the Security Agent and the other Finance Parties shall be construed as one of principal and agent, but to the extent permissible under the laws of such jurisdiction, all the other provisions of this Agreement shall have full force and effect between the parties to this Agreement; and

(b) the provisions of this clause 37 insofar as they relate to the Security Agent in its capacity as trustee for the Finance Parties and the relationship between themselves and the Security Agent as their trustee may be amended by agreement between the other Finance Parties and the Security Agent.

37.34 K-sure Agent

(a) Each K-sure Lender hereby appoints and authorises the K-sure Agent to act as its agent in connection herewith and for all purposes under the K-sure Policy, with power to take all such actions as are specified for the K-sure Agent to take on behalf of the K-sure Lenders insured under the K-sure Policy, together with such other powers as are specifically delegated to the K-sure Agent by the terms of the K-sure Policy or are reasonably incidental thereto, and each K-sure Lender hereby authorises and instructs the K-sure Agent to execute and deliver, if required, on its behalf the K-sure Policy and agrees severally to be bound by the terms and conditions of the K-sure Policy as if it had executed and delivered such agreement for and in its own name.

(b) Each K-sure Lender represents and warrants to the K-sure Agent that (i) it has reviewed the K-sure Policy and is aware of the provisions thereof, (ii) the representations and warranties made by the K-sure Agent on behalf of each K-sure Lender under the K-sure Policy are true and correct with respect to such Lender in all respects, and (iii) no information provided by such K-sure Lender in writing to the K-sure Agent or to K-sure prior to the date hereof was incomplete, untrue or incorrect in any respect except to the extent that such Lender, in the exercise of reasonable care and due diligence prior to the giving of the information, could not have discovered the error or omission. Each K-sure Lender represents and warrants that it has not taken (or failed to take), and agrees that it shall not take (or fail to take), any action that would result in the K-sure Agent being in breach of any of its obligations in its capacity as K-sure Agent under the K-sure Policy or the other Transaction Documents, or result in the K-sure Lenders being in breach of any of their respective obligations as insured parties, under the K-sure Policy, or which would otherwise prejudice the K-sure Agent’s ability to make a claim on behalf of the K-sure Lenders under the K-sure Policy.

(c) The K-sure Agent agrees to furnish promptly to each K-sure Lender, a copy of each written communication received by it from, or sent by it to, K-sure expressly relating to the K-sure Policy. The K-sure Agent agrees not to take any action under the K-sure Policy without the consent of the Lenders (which consent shall not be unreasonably withheld), unless the K-sure Agent has reasonably determined that such action would not be material to the coverage provided to the K-sure Lender thereunder.

(d) Each Lender acknowledges and agrees that it shall have no entitlement to make any claim or to take any action whatsoever under or in connection with the K-sure Policy except through the K-sure Agent and that all of the rights of the K-sure Lenders under the K-sure Policy shall only be exercised by the K-sure Agent.

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(e) The K-sure Agent agrees to take such actions under the K-sure Policy (including with respect to any amendment, modification or supplement to the K-sure Policy) as may be directed by the Lenders from time to time; provided that, anything herein or in the K-sure Policy to the contrary notwithstanding, the K-sure Agent shall not be obliged to take any such action or to expend or risk its own funds or otherwise incur any liability in the performance of any of its duties or the exercise of any of its rights or powers hereunder or thereunder if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it or if such action would be contrary to applicable law.

(f) Each K-sure Lender severally agrees to indemnify the K-sure Agent and its affiliates, and its and their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by, or asserted against the K-sure Agent or any of its affiliates or its or their respective officers, directors, employees or agents arising out of or by reason of any action taken by the K-sure Agent or any of its affiliates or its or their respective officers, directors, employees or agents or as a result of any misrepresentations and/or other breaches under paragraph (b) above, provided that no K-sure Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or wilful misconduct of the K-sure Agent. Each Lender expressly confirms and agrees that the K-sure Agent shall not be liable for any loss caused as a result of the breach by any Lender of its obligations under paragraph (b) above. The provisions of paragraphs (a) and (b) above, pertaining to the procedures to be followed in connection with the appointment of successor Facility Agent and Security Agent shall constitute, mutatis mutandis, the procedures to be followed in connection with the appointment of a successor K-sure Agent.

(g) Each K-sure Lender severally agrees to reimburse the K-sure Agent in respect of the K-sure Premium (or any part thereof) if such premium (or any part thereof) is paid by the K-sure Agent and the K-sure Agent is not fully reimbursed in accordance with the terms of this Agreement.

(h) If the K-sure Agent receives any K-sure Insurance Proceeds, the K-sure Agent shall pay the amount actually received by it to the Facility Agent for application in accordance with the provisions of clauses 37.23 (Order of application). The K-sure Insurance Proceeds are for the benefit of the Finance Parties and not for the benefit of the Borrowers. K-sure Insurance Proceeds received by the K-sure Agent or applied by the Facility Agent pursuant to this Agreement shall not be deemed to satisfy the obligations of the Borrower under any Security Document which obligations shall remain due and payable notwithstanding the receipt or application of those K-sure Insurance Proceeds.

37.35 Application of certain clauses to K-sure Agent

Clauses 37.11 (Resignation of the Facility Agent), 37.12 (Replacement of the Facility Agent), 37.13 (Confidentiality) shall each extend so as to apply to the K-Sure Agent in its capacity as such and for that purpose each reference to the “Facility Agent” in these clauses shall extend to include in addition a reference to the “K-sure Agent” in its capacity as such.

37.36 Application of certain clauses to Issuing Bank

Clauses 37.11 (Resignation of the Facility Agent), 37.12 (Replacement of the Facility Agent), 37.13 (Confidentiality) shall each extend so as to apply to the Issuing Bank in its capacity as such and for that purpose each reference to the “Facility Agent in these clauses shall extend to include in addition a reference to the “Issuing Bank” in its capacity as such.

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38 Conduct of business by the Finance Parties

38.1 Finance Parties tax affairs

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

38.2 Finance Parties acting together

Notwithstanding clause 2.10 (Finance Parties’ rights and obligations), if the Facility Agent makes a declaration under clause 31.30 (Acceleration) the Facility Agent shall, in the names of all the Finance Parties, take such action on behalf of the Finance Parties and conduct such negotiations with the Borrower and other Obligors and generally administer the Facility in accordance with the wishes of the Majority Lenders. All the Finance Parties shall be bound by the provisions of this clause and no Finance Party shall be entitled to take action independently against any Obligor or any of their respective assets without the prior consent of the Majority Lenders.

This clause shall not override clause 37 (Roles of Facility Agent, Security Agent and K-sure Agent) as it applies to the Security Agent.

38.3 Majority Lenders

(a) Where any Finance Document provides for any matter to be determined by reference to the opinion of, or to be subject to the consent, approval or request of, the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders (a majority decision), such majority decision shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such majority decision is required and the relevant majority of Lenders shall have given or issued such majority decision subject to paragraph (b) below. However (as between any Obligor and the Finance Parties) the relevant Obligor shall be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders when notified to this effect by the Facility Agent whether or not this is the case.

(b) If, within the relevant decision period provided for under the relevant provision of the Finance Documents (or if there is no such period, fifteen (15) Business Days after the Facility Agent despatching to each Lender a notice requesting instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification, waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance Documents), the Facility Agent has not received a reply specifically giving or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender responds at a later date) the Facility Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes of 662/3 per cent. of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded and their Commitment shall be disregarded for the purposes of determining whether a relevant percentage of the Total Commitments has been obtained.

(c) For the purposes of clause 38.3(b), any Lender which notifies the Facility Agent of a wish or intention to abstain on any particular issue shall be treated as if it had not responded.

(d) Clauses 38.3(b) and 38.3(c) shall not apply in relation to those matters referred to in, or the subject of, clause 46.2 (Exceptions).

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38.4 Conflicts

(a) The Borrower acknowledges that any Mandated Lead Arranger and its parent undertaking, subsidiary undertakings and fellow subsidiary undertakings (together an Arranger Group) may be providing debt finance, equity capital or other services (including financial advisory services) to other persons with which the Borrower may have conflicting interests in respect of the Facility or otherwise.

(b) No member of an Arranger Group shall use confidential information gained from any Obligor by virtue of the Facility or its relationships with any Obligor in connection with their performance of services for other persons. This shall not, however, affect any obligations that any member of an Arranger Group has as Facility Agent in respect of the Finance Documents. The Borrower also acknowledges that no member of an Arranger Group has any obligation to use or furnish to any Obligor information obtained from other persons for their benefit.

(c) The terms parent undertaking, subsidiary undertaking and fellow subsidiary undertaking when used in this clause have the meaning given to them in sections 1161 and 1162 of the Companies Act 2006.

39 Sharing among the Finance Parties

39.1 Payments to Finance Parties

If a Finance Party (a Recovering Finance Party) receives or recovers any amount from an Obligor other than in accordance with clause 40 (Payment mechanics) and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Facility Agent;

(b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with clause 40 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, promptly on demand by the Facility Agent, pay to the Facility Agent an amount (the Sharing Payment) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with clause 40.6 (Partial payments).

39.2 Redistribution of payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with clause 40.6 (Partial payments).

39.3 Recovering Finance Party’s rights

(a) On a distribution by the Facility Agent under clause 39.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.

(b) If and to the extent that the Recovering Finance Party is not able to rely on its rights under clause 39.3(a) above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

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39.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Finance Party which has received a share of the relevant Sharing Payment pursuant to clause 39.2 (Redistribution of payments) shall, upon request of the Facility Agent, pay to the Facility Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

(b) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the relevant Obligor will be liable to the reimbursing Lender for the amount so reimbursed.

39.5 Exceptions

(a) This clause 39 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this clause, have a valid and enforceable claim against the relevant Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings in accordance with the terms of this Agreement, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings;

(ii) the taking legal or arbitration proceedings was in accordance with the terms of this Agreement; and

(iii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

39.6 Application of proceeds under K-sure Policy

The foregoing provisions of this clause 39 shall not apply to any proceeds under the K-sure Policy and instead:

(a) if any Finance Party receives any proceeds under the K-sure Policy, it shall pay such moneys to the Facility Agent;

(b) notwithstanding the provisions of clause 40.6 (Partial payments), any such moneys shall be applied by the Facility Agent only in favour of the K-sure Lenders, and, for the avoidance of doubt, no such proceeds shall be available in any circumstances to the Obligors;

(c) no such proceeds (whether before or after application in accordance with the provisions of clause 39.6(b) above) shall be deemed to satisfy the obligations of the Obligors, shall be ignored in calculating the amount owing to the Finance Parties and any of them in respect of the K-sure Policy and, for the avoidance of doubt, the obligations of each Obligor under each Finance Document to which it is a party shall remain in full force and effect unaffected by the receipt of any such insurance proceeds; and

(d) any unpaid K-sure Premium shall constitute amounts then due and payable in respect of the K-sure Facility under the Finance Documents (and any of them) for the purposes of the amounts then due and payable in respect of clause 18.1 (Transaction expenses).

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SECTION 10 - ADMINISTRATION

40 Payment mechanics

40.1 Payments to the Facility Agent

(a) On each date on which the Borrower or a Lender is required to make a payment under a Finance Document, the Borrower or Lender shall make the same available to the Facility Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Facility Agent specifies.

40.2 Distributions by the Facility Agent

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to clause 40.3 (Distributions to an Obligor) and clause 40.4 (Clawback and pre-funding) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five Business Days’ notice with a bank specified by that Party in the principal financial centre of the country of that currency.

40.3 Distributions to an Obligor

The Facility Agent may (with the consent of the Obligor or in accordance with clause 41 (Setoff)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

40.4 Clawback and pre-funding

(a) Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) If the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

(c) If the Facility Agent is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders then if and to the extent that the Facility Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower:

(i) the Facility Agent may notify the Borrower of that Lender’s identity and the Borrower shall on demand refund it to the Facility Agent; and

(ii) the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower, shall on demand pay to the Facility Agent the amount (as certified by the Facility Agent) which will indemnify the Facility Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

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40.5 Impaired Agent

(a) If, at any time, the Facility Agent becomes an Impaired Agent, the Borrower or a Lender which is required to make a payment under the Finance Documents to the Facility Agent in accordance with clauses 40.1 (Payments to the Facility Agent) may instead either:

(i) pay that amount direct to the required recipient(s); or

(ii) if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s), pay the relevant part of that amount to an interest-bearing account held with an Approved Transferee and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Borrower or the Lender making the payment (the Paying Party) and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the Recipient Party or Recipient Parties).

In each case such payments must be made on the due date for payment under the Finance Documents.

(b) All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the Recipient Party or the Recipient Parties pro rata to their respective entitlements.

(c) A Party which has made a payment in accordance with paragraphs (a) and (b) above shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

(d) Promptly upon the appointment of a successor Facility Agent in accordance with this Agreement, each Paying Party shall (other than to the extent that that Party has given an instruction pursuant to paragraph (e) below) give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Facility Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with clause 40.2 (Distributions by the Facility Agent).

(e) A Paying Party shall, promptly upon request by a Recipient Party and to the extent:

(i) that it has not given an instruction pursuant to paragraph (d) above; and

(ii) that it has been provided with the necessary information by that Recipient Party,

give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

40.6 Partial payments

(a) If the Facility Agent receives a payment for application against amounts due under the Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs (including Break Costs) and expenses (ignoring any fees payable under clause 13 (Fees)) of the Agents, the Security Agent or the Mandated Lead Arrangers under those Finance Documents;

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(ii) secondly, in or towards payment to the Lenders pro rata of any amount owing to the Lenders under clause 37.10 (Lenders’ indemnity to the Facility Agent) including any amount resulting from the indemnity to the Security Agent under clause 37.21(a) (Application of certain clauses to Security Agent);

(iii) thirdly, in or towards payment, on a pari passu basis, to (i) the Lenders pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents and (ii) the Hedging Banks pro rata of any sums owing to them under any of those Finance Documents (other than any swap termination sums / closeout payments owing to them under the Hedging Contracts);

(iv) fourthly, in or towards payment, on a pari passu basis, to:

(A) the Lenders pro rata of any principal which is due but unpaid under those Finance Documents; and

(B) the Hedging Banks pro rata of any termination sums owing to them under the Hedging Contracts; and

(v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Facility Agent shall, if so directed by all the Lenders and the Hedging Banks, vary the order set out in paragraphs (i) to (v) of clause 40.6(a).

(c) Clauses 40.6(a) and 40.6(b) above will override any appropriation made by an Obligor.

40.7 No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

40.8 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement, interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

40.9 Currency of account

(a) Subject to clauses 40.9(b) to 40.9(c), dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b) A repayment of all or part of any Loan or an Unpaid Sum and each payment of interest shall be made in dollars on its due date.

(c) Each payment in respect of the amount of any costs, expenses or Tax or other losses shall be made in dollars and, if they were incurred in a currency other than dollars, the amount payable under the Finance Documents shall be the equivalent in dollars of the relevant amount in such other currency on the date on which it was incurred.

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(d) All moneys received or held by the Security Agent or by a Receiver under a Security Document in a currency other than dollars may be sold for dollars and the Obligor which executed that Security Document shall indemnify the Security Agent against the full cost in relation to the sale. Neither the Security Agent nor such Receiver will have any liability to that Obligor in respect of any loss resulting from any fluctuation in exchange rates after the sale.

40.10 Disruption to Payment Systems etc.

If the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Borrower that a Disruption Event has occurred:

(a) the Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances;

(b) the Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of clause 46 (Amendments and grant of waivers);

(e) the Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this clause 40.10; and

(f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to clause 40.10(d) above.

41 Set-off

A Finance Party may set off any matured obligation due from an Obligor under any Finance Document against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

42 Notices

42.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax, email or letter.

42.2 Addresses

The address, email address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Obligor or any Finance Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of any Obligor which is a Party, that identified with its name in Schedule 1 (The original parties);

187

(b) in the case of any Obligor which is not a Party, that identified in any Finance Document to which it is a party;

(c) in the case of any Original Lender, the Security Agent, the Facility Agent, the K-sure Agent and any other original Finance Party that identified with its name in Schedule 1 (The original parties); and

(d) in the case of each other Lender or Finance Party, that notified in writing to the Facility Agent on or prior to the date on which it becomes a Party in the relevant capacity,

or, in each case, any substitute address, email address, fax number, or department or officer as an Obligor or Finance Party may notify to the Facility Agent (or the Facility Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than five (5) Business Days’ notice.

42.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i) if by way of fax or, in the case of a Party other than an Account Bank, email, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

and, if a particular department or officer is specified as part of its address details provided under clause 42.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Facility Agent, the Account Banks or the Security Agent will be effective only when actually received by the Facility Agent, the Account Banks or the Security Agent and then only if it is expressly marked for the attention of the department or officer identified in Schedule 1 (The original parties) (or any substitute department or officer as the Facility Agent or the Security Agent shall specify for this purpose).

(c) All notices from or to an Obligor to or from a Finance Party shall be sent through the Facility Agent.

(d) Any communication or document made or delivered to the Borrower in accordance with this clause will be deemed to have been made or delivered to each of the Obligors.

(e) Any electronic communication which becomes effective, in accordance with paragraph (a) above, after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

42.4 Notification of address, email address and fax number

Promptly upon receipt (from an Obligor) of notification of an address, email address and fax number or change of address, email address or fax number pursuant to clause 42.2 (Addresses) or changing its own address, email address or fax number, the Facility Agent shall notify the other Parties.

188

42.5 Communication when Agent is Impaired Agent

If the Facility Agent is. an Impaired Agent the Parties may, instead of communicating with each other through the Facility Agent, communicate with each other directly and (while the Facility Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Facility Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed

42.6 English language

(a) Any notice given under or in connection with any Finance Document shall be in English.

(b) All other documents provided under or in connection with any Finance Document shall be:

(i) in English; or

(ii) if not in English, and if so required by the Facility Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

43 Calculations and certificates

43.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

43.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is in the absence of manifest error, conclusive evidence of the matters to which it relates.

43.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Interbank Market differs, in accordance with that market practice.

44 Partial invalidity

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

45 Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in the Finance Documents are cumulative and not exclusive of any rights or remedies provided by law.

189

46 Amendments and grant of waivers

46.1 Required consents

(a) Subject to clause 46.2 (Exceptions), any term of the Finance Documents may be amended or waived with the consent of the Facility Agent (acting on the instructions of the Majority Lenders and, if it affects the rights and obligations of the Security Agent or either Agent, the consent of the Facility Agent or the Security Agent and, if it affects the rights and obligations of the Hedging Banks, the consent of the Hedging Banks) and any such amendment or waiver agreed, given or effected by the Facility Agent will be binding on the other Parties.

(b) The Facility Agent may (or, in the case of the Security Documents, instruct the Security Agent to) effect, on behalf of any Finance Party, any amendment, waiver, discharge or release permitted by this clause.

(c) Without prejudice to the generality of clause 37.6 (Rights and discretion of the Facility Agent), the Facility Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver, discharge, release or consent under this Agreement.

46.2 Exceptions

(a) An amendment, waiver, discharge or release or a consent of, or in relation to, the terms of any Finance Document that has the effect of changing or which relates to:

(i) the definition of “Majority Lenders” in clause 1.1 (Definitions);

(ii) the definition of “Last Availability Date” in clause 1.1 (Definitions);

(iii) the definition of “Final Maturity Date” in clause 1.1 (Definitions);

(iv) an extension to the date of payment of any amount under the Finance Documents (other than the FSRU Tranche in the case of an Approved Refinancing in accordance with clause 22.15 (Balloon Refinancing);

(v) a reduction in the Margin (other than, in the case of the FSRU Tranche, any reduction agreed as part of the terms of an Approved Refinancing) or a reduction in the amount of any payment of principal, interest, fees or commission payable or the rate (other than, in the case of the FSRU Tranche, any reduction agreed as part of the terms of an Approved Refinancing) at which they are calculated;

(vi) an increase in, or an extension of, any Commitment or the Total Commitments, an extension of any period within which the Facility is available for Utilisation or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the Facility;

(vii) a change to the Borrower or any other Obligor (other than Supervisor and the appointment of a replacement O&M Contractor which is an Approved Operator pursuant to clause 24.4 (Operation and Maintenance)) or the Charterer];

(viii) any provision which expressly requires the consent or approval of all the Lenders;

(ix) clauses 20.1 (Financial statements), 20.2 (Provisions and contents of Compliance Certificate) or 20.3 (Requirements as to financial statements) or clause 21 (Financial covenants);

(x) clause 2.10 (Finance Parties’ rights and obligations), clause 33 (Changes to the Lenders), clause 39.1 (Payments to Finance Parties) or this clause 46;

190

(xi) the order of distribution under clauses 37.23 (Order of application) or 40.6 (Partial payments);

(xii) the currency in which any amount is payable under any Finance Document;

(xiii) the nature or scope of the Charged Property or the manner in which the proceeds of enforcement of the Security Documents are distributed; or

(xiv) the circumstances in which the security constituted by the Security Documents are permitted or required to be released under any of the Finance Documents,

shall not be made without the prior consent of the Lenders and K-sure.

(b) Amendments to or waivers in respect of the Hedging Contracts may only be agreed by the Hedging Banks.

(c) An amendment or waiver which relates to the rights or obligations of the Facility Agent, the Security Agent, the Hedging Banks or the Mandated Lead Arrangers in their respective capacities as such (and not just as a Lender) may not be effected without the consent of the Agents, Security Agent, the Hedging Banks and the Mandated Lead Arrangers (as the case may be).

(d) Notwithstanding clauses 46.1 and 46.2(a) to (c) (inclusive), the Facility Agent may with the consent of the Borrower make technical amendments to the Finance Documents arising out of manifest errors on the face of the Finance Documents, where such amendments would not prejudice or otherwise be adverse to the interests of any Finance Party without any reference or consent of the Finance Parties.

(e) Notwithstanding the provisions of this clause 46.2, any waiver of an Event of Default and enforcement of remedies related thereto shall require the consent of K-sure.

(f) The K-sure Agent shall provide a copy of any amendment or waiver to K-sure within ten (10) days of such amendment or waiver becoming effective.

46.3 Releases

Except with the approval of the Lenders or as is expressly permitted or required by the Finance Documents, the Facility Agent shall not have authority to authorise the Security Agent to release:

(a) any Charged Property from the security constituted by any Security Document; or

(b) any Obligor from any of its guarantee or other obligations under any Finance Document.

47 Counterparts

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

SECTION 11 - GOVERNING LAW AND ENFORCEMENT

48 Governing law

This Agreement and any non-contractual obligations connected with it are governed by English law.

191

49 Enforcement

49.1 Arbitration

(a) Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of Singapore International Arbitration Centre (SIAC Rules) for the time being in force which rules are deemed to be incorporated by reference to this clause.

(b) The tribunal shall consist of a panel of three arbitrators (the Tribunal) appointed in accordance with the SIAC Rules.

(c) The language of the arbitration shall be English.

(d) The Parties undertake to keep confidential the existence of, and all awards in, any arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain - save and to the extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority.

(e) By agreeing to arbitration in accordance with this clause, the Parties do not intend to deprive any competent court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of the arbitration proceedings or the enforcement of any award. Any interim or provisional relief ordered by any competent court may subsequently be vacated, continued or modified by the arbitral tribunal on the application of either Party.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

192

Schedule 1

The original parties

Borrower

Name:	PT HOEGH LNG LAMPUNG
Jurisdiction of incorporation	Indonesia
Registration number (or equivalent, if any)	TDP 09.05.1.5.78984
Registered office	JI Jenderal Sudirman Kay 1, Jakarta 10220, Indonesia
Address for service of notices	PT Hoegh LNG Lampung JI Jenderal Sudirman Kay 1, Jakarta 10220, Indonesia
	Fax No:	+62 21 574 2180
	Tel No:	+62 21 574 2181
	Attention:	Director
	E-mail:	Parthsarthi.jindal@hoeghling.com
	With copy to:
	Hoegh LNG Lampung Pte Ltd 72 Anson Road, #07-03 Anson House, Singapore 079911
	Fax No:	+65 6438 6493
	Tel No:	+65 6511 1950
	Attention:	Parthsarthi Jindal / Yin Ying Guay
	E-mail:	Parthsarthi.jindal@hoeghIng.com / yin-ying.guay@hoeghlng.com

193

Guarantor

Name of Guarantor	HÖEGH LNG HOLDINGS LTD
Jurisdiction of incorporation	Bermuda
Registration number (or equivalent, if any)	39152
Registered office	Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda
Address for service of notices	Drammensveien 134, P.O. Box 4 Skoyen, NO-0212 Oslo, Norway
	Fax No:	+47 975 67 401
	Tel No:	+47 975 57 400
	Attention:	Lars Mardalen
	E-mail:	lars.mardalen@hoeghIng.com

194

Shareholders

Name of Singapore Shareholder	HOEGH LNG LAMPUNG PTE LTD
Jurisdiction of incorporation	Singapore
Registration number (or equivalent, if any)	201230099W
Registered office	4 Robinson Road, House of Eden #05-01, Singapore 048543
Address for service of notices	72 Anson Road, #07-03 Anson House, Singapore 079911
	Fax No:	+65 6438 6493
	Tel No:	+65 6511 1950
	Attention:	Parthsarthi Jindal / Yin Ying Guay
	E-mail:	Parthsarthi.jindal@hoeqhlnq.com / yin-vinp.guay@hoeghlng.com

195

Name of Indonesian Shareholder	PT BAHTERA DAYA UTAMA
Jurisdiction of incorporation	Indonesia
Registration number (or equivalent, if any)	TDP 09.03.1.46.82799
Registered office	Jalan Ampera Raya No. 9-10, Jakarta Selatan 12550, Indonesia
Address for service of notices	Jalan Ampere Raya No. 9-10, Jakarta Selatan 12550, Indonesia
	Fax No:	7808055
	Tel No:	7808044
	Attention:	Director
	E-mail:	nbasuki@imeco.co.id

196

The Original Lenders and their Commitments

(i) Commercial Lenders

Name	Facility Office, address, fax number and attention details for notices and account details for payments	Account details for payments	FSRU Tranche Commitment $		Mooring Tranche Commitment $
The Bank of Tokyo Mitsubishi, UFJ	Administrative / Credit Contacts The Bank Of Tokyo-Mitsubishi UFJ, Ltd. Jakarta Branch Address: MidPlaza 1 Building 1-3F JI. Jend Sudirman Kav. 10-11 Jakarta 10220 Attn: Irma Nofiana / Alvian V. Langitan / Nurhayani Purwitasari / Cecilia S. Rachmani / Devi Mariana Afandy Tel: (62-21) 3004 8265 / (62-21) 2553 8364 / (62-21) 2553 8369 / (62-21) 3004 8214 / (62-21) 3004 8241 Fax: (62-21) 573 5724 / (62-21) 570 6184 Email: Irma_Nofiana@id.mufg.jp Alvian_Vernon_Langitan@id.mufg.jp Nurhayani_Purwitasari@id.mufg.jp Cecilia_Sri_Rachmani@id.mufg.jp Devi_Mariana_Afandy@id.mufg.jp Credit Contacts The Bank of Tokyo Mitsubishi, UFJ, Ltd. Singapore Branch Address: 9 Raffles Place, #01-01 Republic Plaza, Singapore 048619 Attn: Lam Sze Yin / Arthur Tay Tel: +65 6231 1890 / +65 6231 1875 Fax: 6231 1873 Email: lamsy@sg.mufg.jp arthur_tay@sg.mufg.jp	USD Payment Details Beneficiary Bank: The Bank of Tokyo — Mitsubishi UFJ Ltd New York Branch Swift No.: BOTKUS33 Country Payable: Indonesia Beneficiary Details: The Bank of Tokyo — Mitsubishi UFJ Ltd Jakarta Branch Account number: USD acc.: 536 - 390317 IDR acc.: 516 - 390303 Payment Details: Fee / Interest / Principal Payments of PT Hoegh LNG Lampung		11,693,124.80		12,380,000.00

197

Name	Facility Office, address, fax number and attention details for notices and account details for payments	Account details for payments	FSRU Tranche Commitment $	Mooring Tranche Commitment $
DBS Bank Ltd	DBS Bank Credit Correspondences Address: 12 Marina Boulevard Level 45, DBS Asia Central @ Marina Bay Financial Centre Tower 3, Singapore 018982 Attn: Berna Okten Tel: + (65) 6878 2073 Fax: + (65) 6224 7044 Email: bernaokten@dbs.com Admin Correspondences Address: 12 Marina Boulevard Level 45 DBS Asia Central @ Marina Bay Financial Centre Tower 3, Singapore 018982 Attn: Tham Choi Ling / John Lim Tel: + (65) 6878 8634 / 4707 Fax: + (65) 6224 7044 Email: choiling@dbs.com johnl@dbs.com	USD Payment Details: Beneficiary Bank: The Bank of New York Mellon, New York Swift Code: IRVTUS3N Beneficiary Details: DBS Bank Ltd SWIFT address: DBSSSGSG A/C No. 8900298189 Payment Details: Fee / Interest / Principal Payments of PT Hoegh LNG Lampung

198

Name	Facility Office, address, fax number and attention details for notices and account details for payments	Account details for payments	FSRU Tranche Commitment $		Mooring Tranche Commitment $
Korea Development Bank	Korea Development Bank Project Finance Department II Credit Correspondences Korea Development Bank Address: 14, Eunhaeng-ro, Youngdeungpo-gu, Seoul 150-973, Korea Attn: Energy & Natural Resources Team Se-Hee HWANG / Dae-Kwon Chung Tel: +82-2-787-5668 / +82-2-787-5666 Fax: +82-2-787-5693 Email: seheehwang@kdb.co.kr gooddk@kdb.co.kr Admin Correspondences Address: 14, Eunhaeng-ro, Youngdeungpo-gu, Seoul 150-973, Korea Attn: Operations Department Hyeong-Seop SHIM / Se-Young CHUN Tel: +82-2-787-7358 / +82 -2-787-7357 Fax: +82-2-787-5299 Email: hshim@kdb.co.kr csy226@(kdb.co.kr	Bank name: JP Morgan Chase Bank, New York Address: 4 New York Plaza Floor 15, New York, United States (ZIP Code: 10004) Swift code: CHASUS33 Beneficiary Bank: The Korea Development Bank (Swift code: KODBKRSE) Reference: Principal (or Interest or Fee) Payment for PT HOEGH LNG LAMPUNG Account number: 544-7-71671		11,693,124.80		12,380,000.00

199

Name	Facility Office, address, fax number and attention details for notices and account details for payments	Account details for payments	FSRU Tranche Commitment $		Mooring Tranche Commitment $
Oversea-Chinese Banking Corporation Limited	Oversea-Chinese Banking Corporation Limited Credit Correspondences Oversea-Chinese Banking Corporation Limited Address: 65 Chulia Street OCBC Centre #10-00 Singapore 049513 Attn: Fu Xiaofei / Jenny Chu / Diong Chea Ming Tel: +65 67222391 / +65 65304118 / +65 65302925 Fax: +65 65366449 Email: XiaofeiFu@ocbc.com JennyChuKH@ocbc.com DiongCM@ocbc.com Admin Correspondences Address: 65 Chulia Street OCBC Centre #10-00 Singapore 049513 Attn: Evelyn Kum / Fu Xiaofei / Jenny Chu Tel: +65 65306189 / +65 67222391 / +65 65304118 Fax: +65 65366449 Email: KumEvelyn@ocbc.com XiaofeiFu@ocbc.com JennyChuKH@ocbc.com	Name of Currency: USD Account Holding Bank: JP Morgan Chase Bank, NY City: New York, USA SWIFT Address: CHASUS33 Beneficiary: OCBC Singapore Reference: WCM — PT Hoegh LNG Lampung (Attention: Evelyn Kum / FU Xiaofei)		11,693,124.80		12,380,000.00

200

Name	Facility Office, address, fax number and attention details for notices and account details for payments	Account details for payments	FSRU Tranche Commitment $		Mooring Tranche Commitment $
Standard Chartered Bank	Standard Chartered Bank Credit Correspondences Standard Chartered Bank Address: 8 Marina Boulevard, Marina Bay Financial Centre, 26F Singapore 018981 Attn: Ross Bennett Tel: +65 65964015 Fax: +65 66349568 Email: ross.bennett@sc.com Admin Correspondences Address: 8 Marina Boulevard, Marina Bay Financial Centre, 26F Singapore 018981 Attn: Ross Bennett Tel: +65 65964015 Fax: +65 66349568 Email: ross.bennett@sc.com	Standard Chartered Bank, New York Swift: SCBLUS33 Account No.: 3582-088503-001 (CHIPS UID 057220) Account Name: Standard Chartered Bank, Singapore SWIFT Address: SWBSGSG Reference: Hoegh LNG Lampung (Attn: Ross Bennett)		11,693,124.80		12,380,000.00
TOTAL				58,465,624.00		61,900,000.00

201

(ii) K-sure Lenders

Name	Facility Office, address, fax number and attention details for notices and account details for payments	Account details for payments	Commitment $
The Bank of Tokyo Mitsubishi, UFJ	Administrative / Credit Contacts The Bank Of Tokyo-Mitsubishi UFJ, Ltd. Jakarta Branch Address: MidPlaza 1 Building 1-3F JI. Jend Sudirman Kav. 10-11 Jakarta 10220 Attn: Irma Nofiana / Alvian V. Langitan / Nurhayani Purwitasari / Cecilia S. Rachmani / Devi Mariana Afandy Tel: (62-21) 3004 8265 / (62-21) 2553 8364 / (62-21) 2553 8369 / (62-21) 3004 8214 / (62-21) 3004 8241 Fax: (62-21) 573 5724 / (62-21) 570 6184 Email: Irma_Nofiana@id.mufg.jp Alvian_Vernon_Langitan@id.mufg.jp Nurhayani_Purwitasari@id.mufg.jp Cecilia_Sri_Rachmani@id.mufg.jp Devi_Mariana_Afandy@id.mufg.jp Credit Contacts The Bank of Tokyo Mitsubishi, UFJ, Ltd. Singapore Branch Address: 9 Raffles Place, #01-01 Republic Plaza, Singapore 048619 Attn: Lam Sze Yin / Arthur Tay Tel: +65 6231 1890 / +65 6231 1875 Fax: 6231 1873 Email: lamsy@sg.mufg.jp arthur_tay@sg.mufg.jp	USD Payment Details Beneficiary Bank: The Bank of Tokyo — Mitsubishi UFJ Ltd New York Branch Swift No.: BOTKUS33 Country Payable: Indonesia Beneficiary Details: The Bank of Tokyo — Mitsubishi UFJ Ltd Jakarta Branch Account number: USD acc.: 536 - 390317 IDR acc.: 516 - 390303 Payment Details: Fee / Interest / Principal Payments of PT Hoegh LNG Lampung		35,726,875.20

202

Name	Facility Office, address, fax number and attention details for notices and account details for payments	Account details for payments	Commitment $
DBS Bank Ltd	DBS Bank Credit Correspondences Address: 12 Marina Boulevard Level 45, DBS Asia Central @ Marina Bay Financial Centre Tower 3 Singapore 018982 Attn: Berna Okten Tel: + (65) 6878 2073 Fax: + (65) 6224 7044 Email: bernaokten@dbs.com Admin Correspondences Address: 12 Marina Boulevard Level 45, DBS Asia Central @ Marina Bay Financial Centre Tower 3 Singapore 018982 Attn: Tham Choi Ling / John Lim Tel: + (65) 6878 8634 / 4707 Fax: + (65) 6224 7044 Email: choiling@dbs.com johnl@dbs.com	USD Payment Details: Beneficiary Bank: The Bank of New York Mellon, New York Swift Code: IRVTUS3N Beneficiary Details: DBS Bank Ltd SWIFT address: DBSSSGSG A/C No. 8900298189 Payment Details: Fee / Interest / Principal Payments of PT Hoegh LNG Lampung		35,726,875.20

203

Name	Facility Office, address, fax number and attention details for notices and account details for payments	Account details for payments	Commitment $
Korea Development Bank	Korea Development Bank Project Finance Department II Credit Correspondences Korea Development Bank Address: 14, Eunhaeng-ro, Youngdeungpo-gu, Seoul 150-973, Korea Attn: Energy & Natural Resources Team Se-Hee HWANG / Dae-Kwon Chung Tel: +82-2-787-5668 / +82-2-787-5666 Fax: +82-2-787-5693 Email: seheehwang@kdb.co.kr gooddk@kdb.co.kr Admin Correspondences Address: 14, Eunhaeng-ro, Youngdeungpo-gu, Seoul 150-973, Korea Attn: Operations Department Hyeong-Seop SHIM / Se-Young CHUN Tel: +82-2-787-7358 / +82 -2-787-7357 Fax: +82-2-787-5299 Email: hshim@kdb.co.kr csy226@kdb.co.kr	Bank name: JP Morgan Chase Bank, New York Address: 4 New York Plaza Floor 15, New York, United States (ZIP Code: 10004) Swift code: CHASUS33 Beneficiary Bank: The Korea Development Bank (Swift code: KODBKRSE) Reference: Principal (or Interest or Fee) Payment for PT HOEGH LNG LAMPUNG Account number: 544-7-71671		35,726,875.20

204

Name	Facility Office, address, fax number and attention details for notices and account details for payments	Account details for payments	Commitment $
Oversea-Chinese Banking Corporation Limited	Oversea-Chinese Banking Corporation Limited Credit Correspondences Oversea-Chinese Banking Corporation Limited Address: 65 Chulia Street OCBC Centre #10-00 Singapore 049513 Attn: Fu Xiaofei / Jenny Chu / Diong Chea Ming Tel: +65 67222391 / +65 65304118 / +65 65302925 Fax: +65 65366449 Email: XiaofeiFu@ocbc.com JennyChuKH@ocbc.com DiongCM@ocbc.com Admin Correspondences Address: 65 Chulia Street OCBC Centre #10-00 Singapore 049513 Attn: Evelyn Kum / Fu Xiaofei / Jenny Chu Tel: +65 65306189 / +65 67222391 / +65 65304118 Fax: +65 65366449 Email: KumEvelyn@ocbc.com XiaofeiFu@ocbc.com JennyChuKH@ocbc.com	Name of Currency: USD Account Holding Bank: JP Morgan Chase Bank, NY City: New York, USA SWIFT Address: CHASUS33 Beneficiary: OCBC Singapore Reference: WCM — PT Hoegh LNG Lampung (Attention: Evelyn Kum / FU Xiaofei)		35,726,875.20

205

Name	Facility Office, address, fax number and attention details for notices and account details for payments	Account details for payments	Commitment $
Standard Chartered Bank	Standard Chartered Bank Credit Correspondences Standard Chartered Bank Address: 8 Marina Boulevard, Marina Bay Financial Centre, 26F Singapore 018981 Attn: Ross Bennett Tel: +65 65964015 Fax: +65 66349568 Email: ross.bennett@sc.com Admin Correspondences Address: 8 Marina Boulevard, Marina Bay Financial Centre, 26F Singapore 018981 Attn: Ross Bennett Tel: +65 65964015 Fax: +65 66349568 Email: ross.bennett@sc.com	Standard Chartered Bank, New York Swift: SCBLUS33 Account No.: 3582-088503-001 (CHIPS UID 057220) Account Name: Standard Chartered Bank, Singapore SWIFT Address: SWBSGSG Reference: Hoegh LNG Lampung (Attn: Ross Bennett)		35,726,875.20
TOTAL				178,634,376.00

206

(iii) L/C Lenders

Name	Facility Office, address, fax number and attention details for notices and account details for payments	Account details for payments	Commitment $
The Bank of Tokyo Mitsubishi, UFJ	Administrative / Credit Contacts The Bank Of Tokyo-Mitsubishi UFJ, Ltd. Jakarta Branch Address: MidPlaza 1 Building 1-3F JI. Jend Sudirman Kav. 10-11 Jakarta 10220 Attn: Irma Nofiana / Alvian V. Langitan / Nurhayani Purwitasari / Cecilia S. Rachmani / Devi Mariana Afandy Tel: (62-21) 3004 8265 / (62-21) 2553 8364 / (62-21) 2553 8369 / (62-21) 3004 8214 / (62-21) 3004 8241 Fax: (62-21) 573 5724 / (62-21) 570 6184 Email: Irma_Nofiana@id.mufg.jp Alvian_Vernon_Langitan@id.mufg.jp Nurhayani_Purwitasari@id.mufg.jp Cecilia_Sri_Rachmani@id.mufg.jp Devi_Mariana_Afandy@id.mufg.jp Credit Contacts The Bank of Tokyo Mitsubishi, UFJ, Ltd. Singapore Branch Address: 9 Raffles Place, #01-01 Republic Plaza, Singapore 048619 Attn: Lam Sze Yin / Arthur Tay Tel: +65 6231 1890 / +65 6231 1875 Fax: 6231 1873 Email: lamsy@sg.mufg.jp Arthur_tay@sg.mufg.jp	USD Payment Details Beneficiary Bank: The Bank of Tokyo — Mitsubishi UFJ Ltd New York Branch Swift No.: BOTKUS33 Country Payable: Indonesia Beneficiary Details: The Bank of Tokyo — Mitsubishi UFJ Ltd Jakarta Branch Account number: USD acc.: 536 - 390317 IDR acc.: 516 - 390303 Payment Details: Fee / Interest / Principal Payments of PT Hoegh LNG Lampung		2,140,000.00

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Name	Facility Office, address, fax number and attention details for notices and account details for payments	Account details for payments	Commitment $
DBS Bank Ltd	DBS Bank Credit Correspondences Address: 12 Marina Boulevard Level 45, DBS Asia Central @ Marina Bay Financial Centre Tower 3 Singapore 018982 Attn: Berna Okten Tel: + (65) 6878 2073 Fax: + (65) 6224 7044 Email: bernaokten@dbs.com Admin Correspondences Address: 12 Marina Boulevard Level 45, DBS Asia Central @ Marina Bay Financial Centre Tower 3 Singapore 018982 Attn: Tham Choi Ling / John Lim Tel: + (65) 6878 8634 / 4707 Fax: + (65) 6224 7044 Email: choiling@dbs.com johnl@dbs.com	USD Payment Details: Beneficiary Bank: The Bank of New York Mellon, New York Swift Code: IRVTUS3N Beneficiary Details: DBS Bank Ltd SWIFT address: DBSSSGSG A/C No. 8900298189 Payment Details: Fee / Interest / Principal Payments of PT Hoegh LNG Lampung		2,140,000.00

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Name	Facility Office, address, fax number and attention details for notices and account details for payments	Account details for payments	Commitment $
Korea Development Bank	Korea Development Bank Project Finance Department II Credit Correspondences Korea Development Bank Address: 14, Eunhaeng-ro, Youngdeungpo-gu, Seoul 150-973, Korea Attn: Energy & Natural Resources Team Se-Hee HWANG / Dae-Kwon Chung Tel: +82-2-787-5668 / +82-2-787-5666 Fax: +82-2-787-5693 Email: seheehwang@kdb.co.kr gooddk@kdb.co.kr Admin Correspondences Address: 14, Eunhaeng-ro, Youngdeungpo-gu, Seoul 150-973, Korea Attn: Operations Department Hyeong-Seop SHIM / Se-Young CHUN Tel: +82-2-787-7358 / +82 -2-787-7357 Fax: +82-2-787-5299 Email: hshim@kdb.co.kr csy226@(kdb.co.kr	Bank name: JP Morgan Chase Bank, New York Address: 4 New York Plaza Floor 15, New York, United States (ZIP Code: 10004) Swift code: CHASUS33 Beneficiary Bank: The Korea Development Bank (Swift code: KODBKRSE) Reference: Principal (or Interest or Fee) Payment for PT HOEGH LNG LAMPUNG Account number: 544-7-71671		2,140,000.00

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Name	Facility Office, address, fax number and attention details for notices and account details for payments	Account details for payments	Commitment $
Oversea-Chinese Banking Corporation Limited	Oversea-Chinese Banking Corporation Limited Credit Correspondences Oversea-Chinese Banking Corporation Limited Address: 65 Chulia Street OCBC Centre #10-00 Singapore 049513 Attn: Fu Xiaofei / Jenny Chu / Diong Chea Ming Tel: +65 67222391 / +65 65304118 / +65 65302925 Fax: +65 65366449 Email: XiaofeiFu@ocbc.com JennyChuKH@ocbc.com DiongCM@ocbc.com Admin Correspondences Address: 65 Chulia Street OCBC Centre #10-00 Singapore 049513 Attn: Evelyn Kum / Fu Xiaofei / Jenny Chu Tel: +65 65306189 / +65 67222391 / +65 65304118 Fax: +65 65366449 Email: KumEvelyn@ocbc.com XiaofeiFu@ocbc.com JennyChuKH@ocbc.com	Name of Currency: USD Account Holding Bank: JP Morgan Chase Bank, NY City: New York, USA SWIFT Address: CHASUS33 Beneficiary: OCBC Singapore Reference: WCM — PT Hoegh LNG Lampung (Attention: Evelyn Kum / FU Xiaofei)		2,140,000.00

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Name	Facility Office, address, fax number and attention details for notices and account details for payments	Account details for payments	Commitment $
Standard Chartered Bank	Standard Chartered Bank Credit Correspondences Standard Chartered Bank Address: 8 Marina Boulevard, Marina Bay Financial Centre, 26F Singapore 018981 Attn: Ross Bennett Tel: +65 65964015 Fax: +65 66349568 Email: ross.bennett@sc.com Admin Correspondences Address: 8 Marina Boulevard, Marina Bay Financial Centre, 26F Singapore 018981 Attn: Ross Bennett Tel: +65 65964015 Fax: +65 66349568 Email: ross.bennett@sc.com	Standard Chartered Bank, New York Swift: SCBLUS33 Account No.: 3582-088503-001 (CHIPS UID 057220) Account Name: Standard Chartered Bank, Singapore SWIFT Address: SWBSGSG Reference: Hoegh LNG Lampung (Attn: Ross Bennett)		2,140,000.00
TOTAL				178,634,376.00

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The Hedging Banks

Name

Facility Office, address, fax number and attention details for notices and account details for payments

The Bank of Tokyo Mitsubishi, UFJ

Administrative / Credit Contacts The Bank Of Tokyo-Mitsubishi UFJ, Ltd. Jakarta Branch Address: MidPlaza 1 Building 1-3F JI. Jend Sudirman Kav. 10-11 Jakarta 10220 Attn: Irma Nofiana / Alvian V. Langitan / Nurhayani Purwitasari / Cecilia S. Rachmani / Devi Mariana Afandy Tel: (62-21) 3004 8265 / (62-21) 2553 8364 / (62-21) 2553 8369 / (62-21) 3004 8214 / (62-21) 3004 8241 Fax: (62-21) 573 5724 / (62-21) 570 6184 Email: Irma_Nofiana@id.mufg.jp Alvian_Vernon_Langitan@id.mufg.jp Nurhayani_Purwitasari@id.mufg.jp Cecilia_Sri_Rachmani@id.mufg.jp Devi_Mariana_Afandy@id.mufg.jp Credit Contacts The Bank of Tokyo Mitsubishi, UFJ, Ltd. Singapore Branch Address: 9 Raffles Place, #01-01 Republic Plaza, Singapore 048619 Attn: Lam Sze Yin / Arthur Tay Email: lamsy@sg.mufg.jp arthur_tay@sg.mufg.jp Tel: +65 6231 1890 / +65 6231 1875 Fax: 6231 1873 Account Payment Details Beneficiary Bank: The Bank of Tokyo — Mitsubishi UFJ Ltd New York Branch Swift No.: BOTKUS33 Country Payable: Indonesia Beneficiary Details: The Bank of Tokyo — Mitsubishi UFJ Ltd Jakarta Branch Account number: USD acc.: 536 - 390317 IDR acc.: 516 - 390303 Payment Details: Fee / Interest / Principal Payments of PT Hoegh LNG Lampung

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Name	Facility Office, address, fax number and attention details for notices and account details for payments
Korea Development Bank	Korea Development Bank Trading Center Address: 14, Eunhaeng-ro, Youngdeungpo-gu, Seoul 150-973, Korea Attn: Han-June JO / KI-Hoon KIM Tel: +82-2-787-6983 / +82-2-787-7302 Fax: +82-2-787-7397 Email: giuni@kdb.co.kr kim_kihoon@kdb.co.kr
Standard Chartered Bank	Standard Chartered Bank Address: 8 Marina Boulevard, #27-01 Marina Bay Financial Centre Singapore 018981 Attn: Alok Raturi Tel: +65 65578162 Fax: +65 66349531 Email: Alok.Raturi@sc.com
DBS Bank Ltd	DBS Bank Credit Correspondences Address: 12 Marina Boulevard Level 45 DBS Asia Central @ Marina Bay Financial Centre Tower 3, Singapore 018982 Attn: Berna Okten Tel: + (65) 6878 2073 Fax: + (65) 6224 7044 Email: bernaokten@dbs.com Admin Correspondences Address: 12 Marina Boulevard Level 45 DBS Asia Central @ Marina Bay Financial Centre Tower 3, Singapore 018982 Attn: Tham Choi Ling / John Lim Tel: + (65) 6878 8634 / 4707 Fax: + (65) 6224 7044 Email: choiling@dbs.com johnl@dbs.com

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Name

Facility Office, address, fax number and attention details for notices and account details for payments

Oversea-Chinese Banking Corporation Limited

Oversea-Chinese Banking Corporation Limited Credit Correspondences Oversea-Chinese Banking Corporation Limited Address: 65 Chulia Street OCBC Centre #10-00 Singapore 049513 Attn: Fu Xiaofei / Jenny Chu / Diong Chea Ming Tel: +65 67222391 / +65 65304118 / +65 65302925 Fax: +65 65366449 Email: XiaofeiFu@ocbc.com JennyChuKH@ocbc.com DiongCM@ocbc.com Admin Correspondences Address: 65 Chulia Street OCBC Centre #10-00 Singapore 049513 Attn: Evelyn Kum / Fu Xiaofei / Jenny Chu Tel: +65 65306189 / +65 67222391 / +65 65304118 Fax: +65 65366449 Email: KumEvelyn@ocbc.com XiaofeiFu@ocbc.com JennyChuKH@ocbc.com

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The Facility Agent

Name	Standard Chartered Bank
Address	5th Floor, 1 Basinghall Avenue, London. EC2V 5DD
Fax Number	+44 2078 853 632
Attention	Matthew Breadon
Telephone number	+44 2078 858 632
Email address	loansagencyuk@sc.com
Account Details (USD)	A/C with Bank: Standard Chartered Bank, New York (SCBLUS33) Beneficiary: Standard Chartered Bank, London (SCBLGB2L) Account No: 3582-088442-001 Ref: Loans Agency / PT Hoegh / [Payment Reference]

The Security Agent

Name	Standard Chartered Bank
Address	5th Floor, 1 Basinghall Avenue, London. EC2V 5DD
Fax Number	+44 2078 853 632
Attention	Matthew Breadon
Telephone number	+44 2078 858 632
Email address	loansagencyuk@sc.com
Account Details (USD)	A/C with Bank: Standard Chartered Bank, New York (SCBLUS33) Beneficiary: Standard Chartered Bank, London (SCBLGB2L) Account No: 3582-088442-001 Ref: Loans Agency / PT Hoegh / [Payment Reference]

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The K-Sure Agent

Name	Standard Chartered Bank
Address	5th Floor, 1 Basinghall Avenue, London. EC2V 5DD
Fax Number	+44 2078 853 632
Attention	Matthew Breadon
Telephone number	+44 2078 858 632
Email address	loansagencyuk@sc.com
Account Details (USD)	A/C with Bank: Standard Chartered Bank, New York (SCBLUS33) Beneficiary: Standard Chartered Bank, London (SCBLGB2L) Account No: 3582-088442-001 Ref: Loans Agency / PT Hoegh / [Payment Reference]

The Issuing Bank

Name	Standard Chartered Bank
Address	7 Changi Business Park Crescent, Level 1, Trade Services Centre, Singapore 486028
Fax Number	+65 64467823
Attention	Banker’s Guarantee Department Quoting Ref: PT Hoegh LNG Lampung, SBLC Issuance
Email address	Niluka.Ratnavake@sc.com / Jai.Gurtoo@sc.com / Adeel-Mahdi.Rizvi@sc.com / Straight2bank.SG@sc.com / Premier.sg@sc.com
Account Details (USD)	FED WIRE/CHIPS/SWIFT TO STANDARD CHARTERED BANK NEW YORK ABA NO. 0260-0256-1, (CHIPS ABA 256) FOR A/C STANDARD CHARTERED BANK SINGAPORE A/C NO. 3582-088511

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The Offshore Account Bank

Name	Standard Chartered Bank
Address	Addressed to: Securities Services Manager 7 Changi Business Crecent, Level 3, Singapore 486028
Fax Number	+65 63051760
Attention	Steven Truong / Murad Abdul
Telephone number	+65 65962549, +65 65961164
Email address	-
Account Details (USD)	Pay to: Standard Chartered Bank Account Number: 3582-088503-001 Account Bank / Account name: Standard Chartered Bank, New York (SWIFT Code: SCBLUS33) Favouring: Standard Chartered Bank, Singapore (SWIFT Code: SCBLSGSG) Quoting Ref: (in respect of the Offshore Account Bank Fee PT Hoegh LNG Lampung) Attn: SEC SVS — Steven Truong/Murad Abdul

The Onshore Account Bank

Name	Standard Chartered Bank, Jakarta Branch
Address	Securities Services, Menara Standard Chartered Bank, JI. Prof. DR. Satrio, No. 164 Jakarta 12930
Fax Number	+62 21 571 9671
Attention	Muhammad Rizki Samhudi — Head of Corporate Action Securities Services Operation
Telephone number	+62 21 255 50205
Email address	M.Rizki.Sarnhudisc.com
Account Details (USD)	Pay to: Standard Chartered Bank Account Number: 3582-088517-001 Account Bank / Account name: Standard Chartered Bank, New York (SWIFT Code: SCBLUS33)

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Favouring: Standard Chartered Bank, Jakarta (Securities Services)

Quoting Ref: (in respect of the Onshore Account Bank Fee PT Hoegh LNG Lampung)

Attn: SEC SVS — Reni Astuti

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Schedule 2

Vessel information

Part 1

Description of the Vessel

Name	Hull No. 2548 (to be named “PGN FSRU Lampung”)
Gross Tons	110,300 (Preliminary)
Net Tons	81,500 (Preliminary)
Type	Ship Type 2G (-163oC, 500kg/rni, 70kPa)
Length overall	294 M
Breadth moulded	46 M
Depth moulded	26 M
Storage capacity	170,000 CBM

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Part 2

Information

Vessel

Builder:	Hyundai Heavy Industries Co, Ltd
Builder’s registered office:	1. Jeonha-Dong, Gong-Gu, Ulsan, Korea
Date and description of Building Contract:	Building contract dated 10 June 2011 between the Builder and the Sponsor as novated to the Borrower pursuant to a novation agreement dated 22 July 2013
Flag State	Indonesia
Charter description:	Charter contract dated 25 January 2012 between the Charterer and the Sponsor as amended and restated by an amendment and restatement agreement dated 17 October 2012, to be novated to the Borrower
Charterer:	PT Perusahaan Gas Negara (Persero) Tbk
Classification:	+1A1, Tanker for Liquefied Gas, Ship type 2G (-163oC, 500kg/m3,70kPa, NAUTICUS (Newbui[ding), REGAS-2, E0, NAUT-OC, CLEAN, BIS, CSA-FLS2, PLUS, COAT-PSPC (B), Recyclable, GAS FUELLED, TMON
Classification Society:	Det Norske Veritas
Refund Guarantor	Kookmin Bank Republic of Korea
Refund Guarantor’s registered office	9-1 2-Ga, Namdaemun-Ro, Jung-Gu Seoul, 100-703, Korea
Refund Guarantee	Refund guarantee dated 26 July 2013 with number M07601307XD00071 issued by the Refund Guarantor in favour of the Borrower in respect of the Builder’s obligations under the Building Contract

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Part 3

Information

Mooring

Mooring EPC Contractor:	SOFEC, Inc.
Mooring EPC Contractor’s registered office:	14741 Yorktown Plaza Drive, Houston, Texas, 77040
Date and description of Mooring EPC Contract:	Contract dated 16 November 2012 made between the Mooring EPC Contractor and the Sponsor to establish the minimum technical requirements to be met during the operation, as well as to supply data for the contractual requirements towards design, purchasing of equipment, construction/fabrication and installation of the tower yoke mooring system for the safe mooring and operation of FSRU and feeder vessel LNGC, to be installed offshore Labuhan Maringgai, Indonesia for the full Design Service Life of 20 years, to be novated to the Borrower

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Schedule 3

Conditions precedent

Part 1

Initial Conditions Precedent

1. Constitutional Documents and corporate authorities

In respect of each Obligor and the Sponsor which is, or is to be by the date of the first Utilisation, a party to a Finance Document and each Indonesian Shareholder (each a Relevant Party):

(a) a copy certified by (i) a duly authorised officer and/or the company secretary of the relevant person or (ii) in the case of the Borrower and each Indonesian Shareholder, an authorised director of the Borrower and the relevant Indonesian Shareholder in accordance with its articles of association respectively to be a true, complete and up-to-date copy, of the Constitutional Documents of that person or equivalent documents in respect of that person;

(b) a copy, certified by (i) a duly authorised officer and/or the company secretary of the relevant person or (ii) in the case of the Borrower and each Indonesian Shareholder, an authorised director of the Borrower and the relevant Indonesian Shareholder in accordance with its articles of association respectively to be a true copy, and as being in full force and effect and not amended or rescinded, of resolutions of the board of directors or governors (or of a committee of the board of directors or governors or an analogous management body) of that person:

(i) approving the entering into by the Relevant Party of the Transaction Documents to which that person is (or is to be by the date of the first Utilisation) party (the “Relevant Transaction Documents”);

(ii) authorising the execution by that Relevant Party of such of the Relevant Transaction Documents; and

(iii) authorising an individual or individuals to sign and deliver on behalf of that person such of the Relevant Transaction Documents;

(c) if required by that Relevant Party’s Constitutional Documents or applicable law, a copy of a resolution signed by all (or requisite number of) the holders of the issued shares in that Relevant Party, approving the terms of, and the transactions contemplated by, the Relevant Transaction Documents;

(d) a copy certified by (i) a duly authorised officer and/or the company secretary of that person or (ii) in the case of the Borrower and each Indonesian Shareholder, an authorised director of the Borrower and each Indonesian Shareholder in accordance with its articles of association respectively to be a true copy, and as being in full force and effect and not revoked or withdrawn, of any power of attorney issued by that person pursuant to the said resolutions;

(e) a certificate of incumbency with a list of those signatories of the applicable party that have executed or will execute (and who are authorised) the Relevant Transaction Documents together with specimen signatures or attaching copies of documents with specimen signatures; and

2. Consents

A certificate from the Borrower listing all material Consents necessary for ownership and operation of the FSRU in Indonesia in accordance with the Charter and, in relation to each such Consent, specifying whether that Consent is required to be in place by Delivery or by Final Acceptance.

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3. Finance Documents

(a) An original counterpart of this Agreement and each Fee Letter duly executed and delivered by the Borrower.

(b) Each Subordination Deed required under this Agreement to have been entered into by the date of the first Utilisation and all documents required to be delivered pursuant thereto duly executed by the Obligors who are party thereto.

(c) An original of the following Original Security Documents:

(i) the Guarantees;

(ii) the Guarantor’s Letter of Undertaking;

(iii) the Security Assignment;

(iv) the Project Agreements Assignment;

(v) the Account Security;

(vi) the Sponsor’s Assignment

(vii) the Supervisor Undertaking;

(viii) the Shares Security;

(ix) the Letter of Quiet Enjoyment;

(x) the Hedging Security;

(xi) the Fiduciary Assignment of Tangible Assets; and

(xii) the Fiduciary Assignment of Receivables, and an original of each notice of assignment and acknowledgement required thereunder each duly executed by each of the relevant parties thereto.

(d) Agreed forms of each of the other Finance Documents, executed copies of which are to be provided under Parts 2 and 3 of this Schedule 3.

(e) Documentary evidence that the Shares Security in respect of each Indonesian Shareholder, the Fiduciary Assignment of Tangible Assets and the Fiduciary Assignment of Receivables has been duly registered with the Fiduciary Registration Registry (as evidenced by the receipt from the Fiduciary Registration Office accepting the registration thereof).

(f) Documentary evidence that the acknowledgments required under the Fiduciary Assignment of Receivables have been obtained from relevant counterparties.

(g) Documentary evidence that all filings and registrations in relation to the Finance Documents that have been entered into the date of the first Utilisation and that are required and capable to be made under applicable laws by the Obligors to have been made by the date of the first Utilisation, including the reports of: (i) the Borrower’s offshore loan plan that covers the offshore loan Facilities under this Agreement; and (ii) the execution of this Agreement to Bank Indonesia as required under Bank Indonesia Regulation No. 14/21 /PBI/2012 have been made.

(h) Documentary evidence that the report of the Borrower’s offshore loan under this Agreement at the latest on the 10th day following the date of the execution of this

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Agreement to the Team for Coordination of Management of Offshore Commercial Loans (Tim Koordinasi Pengelolaan Pinjaman Komersial Luar Negeri) and the Ministry of Finance has been made.

(i) The original shares certificate(s) evidencing each Shareholder’s percentage share ownership in the Borrower.

(j) The certified true copy of the share register of the Borrower that provides the registration of the Shareholders’ share ownership in the Borrower and the Shares Security in respect of the Singapore Shareholder.

4. Project Agreements

(a) A copy, certified as a true copy by a duly authorised signatory of the Borrower, of:

(i) the Charter (including the Charter Novation Agreement);

(ii) the Umbrella Agreement;

(iii) the Consortium Agreement;

(iv) any Charter Guarantee;

(v) the Building Contract (including the Building Contract Novation Agreement);

(vi) Refund Guarantee;

(vii) the Mooring EPC Contract (including the Mooring EPC Contract Novation Agreement);

(viii) the Modec Guarantee;

(ix) the EPCIC Agreement;

(x) the Shareholders Agreement;

(xi) the Equity Loan Agreements;

(xii) any Subordinated Loan Agreements;

(xiii) the Promissory Notes,

in each case duly executed by the parties thereto and, if copies have not been, or if not substantially in the form of a draft, delivered to the Mandated Lead Arrangers prior to the date of this Agreement, in form and substance satisfactory to the Lenders;

(b) A certificate from the Borrower confirming that each of the Project Agreements delivered to the Facility Agent pursuant to paragraph (a) above are true, complete and accurate copies of such documents and all amendments and supplements to them as at the date of the relevant Utilisation Request have been delivered to the Facility Agent and all such documents remain in full force and effect on such date.

(c) Evidence as to the due incorporation of each of the Obligors to the Material Project Agreements delivered pursuant to paragraph (a) above, its power and authority to enter into and perform the Material Project Agreement to which it is a party and all other documents and instruments to give effect to the same, and evidence of the authority of the signatories of the other parties to such Material Project Agreements.

(d) A legal due diligence report of the applicable Material Project Agreements in the form provided to the Mandated Lead Arrangers prior to the date of this Agreement.

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5. Legal opinions

Legal opinions from:

(a) Susandarini & Partners, Indonesian counsel to the Lenders in respect of the Borrower and each Indonesian Shareholder, the execution of the Finance Documents to which that person is a party and the validity and enforceability of such Finance Documents as a matter of Indonesian law;

(b) Norton Rose Fulbright (Asia) LLP, English counsel to the Lenders in respect of the validity and enforceability of the Finance Documents as a matter of English law;

(c) Norton Rose Fulbright (Asia) LLP, Singapore counsel to the Lenders in respect of the Singapore Shareholder, the execution of the Finance Documents to which that person is a party and the validity and enforceability of the Finance Documents as a matter of Singapore law;

(d) Lee & Ko, Korean counsel to the Lenders in respect of the validity and enforceability of the K-sure Policy and the Refund Guarantee as a matter of Korean law; and

(e) Conyers Dill & Pearman, Bermuda counsel to the Lenders in respect of the Guarantor and the Sponsor and the execution of the Finance Documents to which that person is a party and the validity and enforceability of such Finance Documents as a matter of Bermuda law;

in each case addressed to the Security Agent and the Facility Agent and substantially in the form provided to the Mandated Lead Arrangers prior to the date of this Agreement).

6. Accounts and financial information

(a) The Original Financial Statements.

(b) Evidence that each of the Project Accounts have been opened and that all necessary bank mandates and signature forms have been delivered to the relevant Account Bank.

(c) A certificate from a duly authorised signatory of the Borrower confirming details of the total Project Costs incurred.

(a) An updated copy of the Financial Model, confirming, inter alia:

(i) the Project Cost incurred and forecast to be incurred to achieve Final Acceptance; and

(ii) that there is no forecast Cost Overrun or shortfall in funding to achieve Final Acceptance by the earlier of (i) the Cancellation Date and (ii) 18 March 2015.

7. Technical Adviser

Receipt by the Facility Agent of the Due Diligence Report and the Gap Analysis Report in the form approved by the Mandated Lead Arrangers prior to the date of this Agreement.

8. “Know Your Customer Requirements”

Documentation and/or evidence satisfying the Lenders ‘know your customers’ requirements which have been notified to the Borrower.

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9. K-sure Policy

(a) Evidence acceptable to the Agents that the K-sure Policy:

(iii) has been issued;

(iv) is in full force and effect; and

(v) that the K-sure Premium has been or will, on the first Utilisation Date, be paid in full either by way of Sponsor Funding or from the proceeds of the first FSRU Tranche Loan to be advanced to the Borrower and the K-sure Agent has not received notice or, following request, any confirmation from K-sure that the K-sure Policy:

(A) has been terminated;

(B) has been breached; or

(C) is the subject of any arbitration or legal proceedings.

10. Fees

Evidence acceptable to the Facility Agent that all fees and expenses due to the Finance Parties from the Borrower (including the fees of the Insurance Advisor and the Facility Agent’s legal counsel) and any applicable commitment commission payable on the first Utilisation Date have been, or will, on the first Utilisation Date, be paid in full.

11. Project Information

(a) A copy of all invoices received by the Borrower or the Sponsor from the Builder under the Building Contract and evidence that such invoices have been fully paid to the Builder pursuant to the terms of the Building Contract;

(b) Where applicable, a copy of the certificates from the relevant classification society confirming the facts set out in the Builder’s invoices referred to in paragraph (a) above; and

(c) if the Facility Agent so requires, in respect of any of the documents referred to above in this paragraph 12 that are not in English, a certified English translation prepared by a translator approved by the Facility Agent.

12. Insurance/Reinsurance

A final opinion in form and content satisfactory to the Lenders from the Insurance Advisor, as to the adequacy of the Builder’s Risk Insurances and the planned Insurances and Reinsurances in respect of the Vessel.

13. Environment and social

A copy of the “Environmental Impact Assessment” prepared by the Charterer in the form provided to the Mandated Lead Arrangers prior to the date of this Agreement.

14. Further conditions

Such further opinions or evidence as may be reasonably required by the Facility Agent in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document and notified in writing to the Borrower in advance of being required.

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Part 2A

Conditions Precedent to the Utilisation on Delivery

1. Constitutional Documents and corporate authorities

Confirmation from a duly authorised officer and/or the company secretary of each Obligor that there has been no change in the Constitutional Documents of the relevant person since the date on which a certified copy thereof was provided to the Facility Agent or, as the case may be, a copy certified by (i) a duly authorised officer and/or the company secretary of the relevant person or (ii) in the case of the Borrower, an authorized director of the Borrower in accordance with its articles of association of any amendments thereto and in respect of the Finance Documents to be entered into by that Obligor which are specified in Parts 2 and 3 of this Schedule either a confirmation that the board resolutions, powers of attorney and other corporate authorisations referred to in paragraph 1 part 1 of this Schedule 3 remain unchanged and in full force and effect in relation to those Finance Documents or to the extent applicable new board resolutions, powers of attorney and other corporate authorisations in relation to Finance Documents equivalent to those required to be provided pursuant to paragraph 1 part 1 of this Schedule 3 or required for issuance of any legal opinion referred to in this Part 2.

2. Finance Documents

(a) An original of:

(i) the Fiduciary Assignment of Insurances;

(ii) the insurance Assignment;

(iii) the Reinsurance Fiduciary Assignment;

(iv) the O&M Contractor Undertakings;

(v) the Powers of Attorney (attested, notarised, legalised and delivered to the Lenders’ Indonesian legal counsel for the purpose of registration, as necessary) duly executed by the Borrower in favour of the Security Agent.

(vi) to the extent required 22.14 (Subordinated Loans) and not already entered into, a Subordination Deed in respect of any Indebtedness owed by the Borrower under any Subordinated Loan or Promissory Note.

(b) Documentary evidence that the Fiduciary Assignment of Insurances and the Reinsurance Fiduciary Assignment have been duly registered with the Fiduciary Registration Office (as evidenced by the receipt from the Fiduciary Registration Office accepting the registration thereof).

3. Project Agreements

(a) A copy, certified as a true copy by a duly authorised signatory of the Borrower, of:

(i) any Builder’s Performance L/C issued to the Borrower;

(ii) the O&M Contracts;

(iii) the Consortium Agreement Novation Agreement; and

(iv) the Umbrella Novation Agreement.

(b) A certificate from the Borrower confirming that each of the Material Project Agreements delivered to the Facility Agent pursuant to Part 1 of this Schedule and

227

paragraph (a) above are true, complete and accurate copies of such documents and all amendments and supplements to them as at the date of the relevant Utilisation Request have been delivered to the Facility Agent and all such documents remain in full force and effect on such date.

(c) Evidence as to the due incorporation of each of the Obligors to the Material Project Agreements delivered pursuant to paragraph (a) above, its power and authority to enter into and perform the Material Project Agreement to which it is a party and all other documents and instruments to give effect to the same, and evidence of the authority of the signatories of the other parties to such Material Project Agreements.

(d) To the extent not already provided to the Facility Agent, a certified copy of any Sponsor Loan Agreement and/or any Promissory Note which will be in existence on the Utilisation Date.

4. Legal Opinions

(a) Legal opinions from:

(i) Susandarini & Partners, Indonesian counsel to the Lenders in respect of the Borrower and any Insurer, the execution of the Finance Documents specified in Part 2 of this Schedule to which that person is a party and the validity and enforceability of such Finance Documents as a matter of Indonesian law; and

(ii) Norton Rose Fulbright (Asia) LLP, English counsel to the Lenders in respect of the validity and enforceability of the Finance Documents specified in Part 2 of this Schedule as a matter of English law; and

(iii) any other legal advisers to the Lenders in any applicable jurisdiction in respect of each Obligor which is or will be a party to a Finance Document on the relevant Utilisation Date,

and in each case addressed to the Security Agent and the Facility Agent and substantially in the form provided to the Mandated Lead Arrangers prior to the date of the Utilisation Request.

(b) Evidence satisfactory to the Lenders that the terms and conditions of the legal opinions received under paragraph 5 of part ‘I of Schedule 3 need not be altered or modified in any way which is material in the opinion of the Facility Agent or, to the extent they do and the Facility Agent so requires, have been modified and updated as the case may be.

5. Construction Matters

A certificate from the Borrower confirming that:

(a) neither the Sponsor nor the Builder have, nor will have from the relevant Utilisation Date following payment of the Delivery Instalment to the Builder, any lien or other right to detain and/or possess the Vessel; and

(b) all costs, fees and expenses payable by the Borrower in connection with the Building Contract Documents have been paid in full or will be paid in full on the relevant Utilisation Date on terms acceptable to the Lenders (and that there are no monies outstanding in respect of the Building Contract Documents).

6. Insurances/Reinsurances

(a) Evidence that the insurance and reinsurance obligations of the Obligors under the Finance Documents and under the Charter have been complied with and that the Vessel will be on the Delivery Date insured in accordance with the terms of the Finance Documents and the Charter.

228

(b) Receipt by the Facility Agent of, in respect of the Vessel, letters of undertaking from the insurers/reinsurers and the mutual association or club with which the protection and liability insurances are placed in respect of the Vessel or evidence satisfactory to the Facility Agent that these documents will be provided promptly after the Delivery Date upon the insurers receiving the relevant notices.

(c) Receipt by the Facility Agent of certified true copies of the insurance and reinsurance policies in respect of the insurance and reinsurance cover for the Vessel required to be in place under this Agreement on Delivery and list of insurers and reinsurers of the Vessel under such policies.

(d) Evidence that all premia and calls in respect of Insurances and Reinsurances in respect of the Vessel required to be in place under this Agreement on Delivery which have fallen due have been paid or will be paid on the Delivery Date.

(e) Evidence that the insurers of the Hull and Machinery and marine risks in respect of the Vessel under the relevant policy(s) referred to above have agreed that they have no right of subrogation against the Charterer.

(f) Evidence that all fees and expenses required to be paid by the Borrower pursuant to clause 27.5 (Mortgagee’s insurance) has been paid in full.

(g) A report from the Insurance Consultant, as to the compliance of the Insurances and Reinsurances in respect of the Vessel and the Mooring with the requirements under this Agreement and the Charter.

(h) Such evidence as the Facility Agent may reasonably require as to the due incorporation of the Insurer, its power and authority to enter into and perform the Reinsurance Fiduciary Assignment and the authorisation of its entry into the Reinsurance Fiduciary Assignment.

7. Technical Adviser

A report in form and content satisfactory to the Lenders from the Technical Adviser, as to the adequacy of construction of the Vessel in accordance with the Agreed Scope of Work.

8. Vessel conditions and construction matters

(a) Vessel conditions

(i) A copy of the Environmental Management Plan.

(ii) Evidence that the Vessel is classed with the relevant Classification free of all overdue conditions of the relevant Classification Society which have not expired (in the form of a copy of the provisional Classification Certificate for the Vessel issued by the Classification Society upon (or just prior to) Delivery).

(b) In respect of the Vessel, copies of (if so requested by the Facility Agent) any certificates issued under the ISM Code and the ISPS Code required to be observed by the Vessel.

9. Fees and expenses

Evidence that all fees and expenses due to the Finance Parties (including the fees of the Insurance Consultant and the Facility Agent’s legal advisers) and any applicable commitment commission payable on the Utilisation Date for Delivery have been paid in full or will be paid on the Utilisation Date for Delivery.

229

10. K-sure Policy

(a) Evidence acceptable to the Agents that the K-sure Policy:

(i) has been issued;

(ii) is in full force and effect; and

(iii) that the K-sure Premium has been or will, on the first Utilisation Date, be paid in full either by way of Sponsor Funding or from the proceeds of the first FSRU Tranche Loan to be advanced to the Borrower and the K-sure Agent has not received notice or, following request, any confirmation from K-sure that the K-sure Policy:

(A) has been terminated;

(B) has been breached; or

(C) is the subject of any arbitration or legal proceedings.

11. Further conditions

Such further opinions or evidence as may be reasonably required by the Facility Agent in connection with the entry into and performance of the transactions contemplated by any Finance Document referred to in Part 2 of this Schedule or for the validity and enforceability of any such Finance Document and notified in writing to the Borrower in advance of being required.

Part 2B

Conditions Precedent to Release of Delivery Instalment

1. Protocol of Delivery and Acceptance

A certified copy of the Protocol of Delivery and Acceptance of the Vessel (as defined in the Building Contract) signed by the Builder and the Borrower.

2. Project Information

A certificate from the Borrower confirming that:

(a) all material Consents required to be obtained by Delivery (as referred to in the list provided to the Facility Agent pursuant to paragraph 2 of Part 1 of this Schedule has been given, issued, made or acquired and remain in full force and effect or, as the case may be, that such Consents obtained prior to the Utilisation Date on Delivery are unamended and remain in full force and effect; and

(b) the Charterer has not exercised the Charterer’s Purchase Option.

3. Fees and expenses

Evidence that all fees and expenses due to the Finance Parties (including the fees of the Insurance Consultant and the Facility Agent’s legal advisers) and any applicable commitment commission payable on the Delivery Date have been paid in full.

230

Part 3

Conditions subsequent

1. Registration of the Vessel and Mortgage

(a) An original of the Grosse Akte Pendaftaran Kapal to be provided no later than ten (10) Business Days after the Delivery Date.

(b) No later than one (1) Business Days after the later of (1) the Delivery Date and (ii) the date of issuance of the Grosse Akte Pendaftaran Kapal evidence that the Borrower has submitted an application for registration of the Mortgage with the officials of the Directorate General of Sea Communication of the Department of Communication of the Republic of Indonesia.

(c) No later than five (5) Business Days after the later of (i) the Delivery Date and (ii) the date of issuance of the Grosse Akte Pendaftaran Kapal evidence that the Mortgage has been executed in the presence of officials of the Directorate General of Sea Communication of the Department of Communication of the Republic of Indonesia and submitted for registration against the Vessel as a first priority Indonesian ship mortgage.

(d) An original of the Gross Akta Hipotek to be provided no later than thirty (30) days after the date of execution of the Mortgage evidencing that the Mortgage has been duly registered against the Vessel as a valid first priority Indonesian ship mortgage with the Directorate General of Sea Communication of the Department of Communication of the Republic of Indonesia in accordance with the laws of Indonesia as evidenced by the issuance of Gross Akta Hipotek Pertama.

(e) Documentary evidence to be provided no later than the earlier of (i) twenty (20) Business Days after the later of (A) the Delivery Date and (B) the date of issuance of the Grosse Akte Pendaftaran Kapal and (ii) the issuance of Notice of Readiness (as defined in the Charter) that the Borrower possesses a SIUPAL or other relevant license required under Indonesian laws/regulations for the purpose of owning the Vessel.

(f) No later than five (5) Business Days after the Delivery Date an original of the Protocol of Delivery and Acceptance of the Vessel (as defined in the Building Contract) signed by the Builder and the Borrower.

2. Project Agreements

(a) No later than 31 December 2013, a copy, certified as a true copy by a duly authorised signatory of the Borrower, of the Mooring Installation Contract.

(b) Promptly upon receipt by the Borrower and no later than seven Business Days after Final Acceptance, a copy, certified as a true copy by a duly authorised signatory of the Borrower, of the PGN L/C

(c) Evidence as to the due incorporation of each of the Obligors to the Material Project Agreements delivered pursuant to paragraphs (a) and (b) above, its power and authority to enter into and perform the Material Project Agreement to which it is a party and all other documents and instruments to give effect to the same, and evidence of the authority of the signatories of the other parties to such Material Project Agreements.

3. Fiduciary Assignments

No later than twenty (20) days after the Delivery Date:

(a) The original certificates of each of the Insurance Fiduciary Assignment, the Reinsurance Fiduciary Assignment of Tangible Assets and the Fiduciary Assignment of Receivables, duly issued by the Fiduciary Registration Office;

231

(b) the notices required under the Insurance Fiduciary Assignment and the Reinsurance Fiduciary Assignment have been sent to relevant counterparties; and

(c) any acknowledgments required under the Insurance Fiduciary Assignment and the Reinsurance Fiduciary Assignment have been obtained from relevant counterparties.

(d) The certified true copy of the share register of the Borrower that provides the registration of the Shareholders’ share ownership in the Borrower and the Shares Security in respect of each Indonesian Shareholder

4. Sponsor

No later than three (3) Business Days following the first Utilisation, a certificate signed by an authorised signatory of the Sponsor and the Borrower that the Sponsor has no liabilities whatsoever outstanding from the Borrower in respect of any Promissory Note or evidence that the Sponsor has entered into or acceded to a Subordination Deed.

5. Classification

No later than the Final Acceptance Date, the form of a copy of the Classification Certificate for the Vessel evidencing that the Vessel is classed with the relevant Classification Society free of all overdue conditions of the relevant Classification Society which have not expired.

6. Execution of Bahasa versions

The documents referred to in clause 22.10 (Translations) by the date referred to such clause.

7. Hedging

No later than three (3) months after the date of this Agreement, a copy of the duly executed Hedging Master Agreements required to have been entered into by such date in accordance with clause 30.1(a).

232

Schedule 4

Utilisation Requests

Part 1

Utilisation Request for a Loan

From:	PT HOEGH LNG LAMPUNG
To:	[—]
Dated:	[—] 2013

Dear Sirs

$299,000,000 Term Loan Facility and $10,700,000 Standby Letter of Credit Facility Agreement dated [—] 2013 (the “Agreement”)

1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to utilise the [Commercial] [K-Sure] Facility on the following terms:

Facility:	[Commercial] [K-Sure]
[Tranche:	[FSRU] [Mooring] Tranche]
Proposed Utilisation Date:	[—] (or, if that is not a Business Day, the next Business Day)
Loan amount:	$[—]

3. We confirm that:

(a) each condition specified in clause 4.5 (Further conditions precedent) is satisfied on the date of this Utilisation Request and hereby make the certification referred to therein.

(b) at the date of this Utilisation Request and following the proposed Utilisation the ratio of the aggregate Loans outstanding as at the Utilisation Date to Sponsor Funding does not exceed 75:25.

(c) there is no forecast shortfall in funding in excess of $5,000,000 to achieve Delivery by the Last Availability Date and Final Acceptance by the earlier of (i) the Cancellation Date and (ii) 18 March 2015;

(d) there is no forecast delay in achieving Delivery and/or Final Acceptance on or prior to such dates, respectively; and

(e) [insert details of the extent of any Cost Overrun or confirmation that there is no Cost Overrun].

4. The purpose of this Loan is [specify purpose complying with clause 3 of the Agreement] and its proceeds should be credited to the following account(s) in the following amounts:

(a) an amount of $[—] shall be paid to [—] [specify relevant account of the Borrower]; and

(b) an amount of $[—] shall be paid to [—].

233

5. We request that the first Interest Period for the Loan be [—] months.

6. This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

PT HOEGH LNG LAMPUNG

234

Part 2

Utilisation Request for a Letter of Credit

From:	PT HOEGH LNG LAMPUNG
To:	[—]
Dated:	[—] 2013

Dear Sirs

$299,000,000 Term Loan Facility and $10,700,000 Standby Letter of Credit Facility Agreement dated [—] 2013 (the “Agreement”)

1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to utilise the LC Facility on the following terms:

Facility:	LC
Proposed Utilisation Date:	[—] (or, if that is not a Business Day, the next Business Day)
Letter of Credit amount:	$[—]

3. We confirm that each condition specified in clause 4.5 (Further conditions precedent) is satisfied on the date of this Utilisation Request and make the certification referred to therein.

4. The original Letter of Credit should be issued in the approved form to the LC Beneficiary at the following address:

[insert address/delivery details]

5. This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

PT HOEGH LNG LAMPUNG

235

Schedule 5

Selection Notice

From:	PT HOEGH LNG LAMPUNG
To:	[—]
Dated:	[—] 2013

Dear Sirs

$299,000,000 Term Loan Facility and $10,700,000 Standby Letter of Credit Facility Agreement dated [—] 2013 (the “Agreement”)

PT HOEGH LNG LAMPUNG (the “Borrower”)

1. We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2. We request that the next Interest Period for the Loan be [—] months.

3. This Selection Notice is irrevocable.

Yours faithfully

authorised signatory for

PT HOEGH LNG LAMPUNG

236

Schedule 6

Mandatory Cost Formulae

1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2. On the first day of each Interest Period (or as soon as possible thereafter) the Facility Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Facility Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Facility Agent. This percentage will be certified by that Lender in its notice to the Facility Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.

4. The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Facility Agent as follows:

(a) in relation to a sterling Loan:

AB+C (B–D) +E x 0.01	per cent. per annum
100 - (A + C)

(b) in relation to a Loan in any currency other than sterling:

E x 0.01	per cent. per annum.
300

Where:

A is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

B is the percentage rate of interest (excluding the Margin and the Mandatory Cost) and, if the Loan is an Unpaid Sum, the additional rate of interest specified in clause 10.3(a) (Default interest) payable for the relevant Interest Period on the Loan.

C is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

D is the percentage rate per annum payable by the Bank of England to the Facility Agent on interest bearing Special Deposits.

E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Facility Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Facility Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

237

5. For the purposes of this Schedule:

(a) Eligible Liabilities and Special Deposits have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b) Fees Rules means the rules on periodic fees contained in the Financial Services Authority Fees Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(c) Fee Tariffs means the fee tariffs specified in the Fees Rules under Column 1 of the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and

(d) Tariff Base has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

6. In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.

7. If requested by the Facility Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Facility Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.

8. Each Lender shall supply any information required by the Facility Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(a) the jurisdiction of its Facility Office; and

(b) any other information that the Facility Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Facility Agent of any change to the information provided by it pursuant to this paragraph.

9. The percentages of each Lender for the purpose of A and C above and the rates of charge of each Reference Bank for the purpose of E above shall be determined by the Facility Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Facility Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.

10. The Facility Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

11. The Facility Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.

238

12. Any determination by the Facility Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.

13. The Facility Agent may from time to time, after consultation with the Borrowers and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties.

239

Schedule 7

Form of Transfer Certificate

To:	[—]
From: [The Existing Lender] (the Existing Lender) and [The New Lender] (the New Lender)
Dated: [—] 2013

$[—] Facility Agreement dated [—] 2013 (the “Agreement”)

PT HOEGH LNG LAMPUNG

1. We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2. We refer to clause 33.5 (Procedure for transfer):

(a) The Existing Lender and the New Lender agree to the Existing Lender assigning to the New Lender all or part of the Existing Lender’s Commitment rights and assuming the Existing Lender’s obligations referred to in the Schedule in accordance with clause 33.5 (Procedure for transfer) and the Existing Lender assigns and agrees to assign such rights to the New Lender with effect from the Transfer Date.

(b) The proposed Transfer Date is [—].

(c) The Facility Office and address, email address, fax number and attention details for notices of the New Lender for the purposes of clause 42.2 (Addresses) are set out in the Schedule.

3. The New Lender expressly acknowledges the [limitations on the Existing Lender’s obligations set out in clause 33.4(c).

4. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

This Transfer Certificate and any non-contractual obligations connected with it are governed by English law.

240

The Schedule

Commitment/rights to be assigned and obligations to be assumed

[insert relevant details]

Facility Office address, fax number, email address and attention details for notices and account details for payments

[insert relevant details]

[Existing Lender]	[New Lender]
By:	By:

This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed to be as stated above.

[—]

By:

241

Schedule 8

Form of Compliance Certificate

To:	Standard Chartered Bank as Facility Agent
From:	[PT Hoegh LNG Lampung][Hoegh LNG Holdings Ltd]
Dated:	[—]

Dear Sirs

$299,000,000 Term Loan Facility and $10,700,000 Standby Letter of Credit Facility Agreement dated [a] 2013 (the “Agreement”)

PT HOEGH LNG LAMPUNG (the “Borrower”)

1. I/We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2. I/We confirm that:

[Note: insert required financial covenant confirmations.]

3. ¹[l/We confirm that we are not aware that any Default is continuing.] [If this statement cannot be made, the certificate should identify any Default that the Borrower is aware is continuing and the steps, if any, the Borrower is aware being taken to remedy it.]

Signed by:
[Finance Director]	[Chief Financial Officer]
[—]

1 To be included in the Borrower’s Compliance Certificate only

242

Schedule 9

Form of Market Disruption Notification

To:      Standard Chartered Bank as Facility Agent

From: [Lender]

Dated: [—]2013

Dear Sirs

$299,000,000 Term Loan Facility and $10,700,000 Standby Letter of Credit Facility Agreement dated [—] 2013 (the “Agreement”)

PT HOEGH LNG LAMPUNG

1. We refer to the Agreement. This is a Market Disruption Notification. Terms defined in the Agreement have the same meaning when used in this Market Disruption Notification unless given a different meaning in this Market Disruption Notification.

2. We hereby notify you that, in relation to our participation in the Loan referred to below and the Interest Period referred to below, the cost to us of obtaining a matching deposit (or matching deposits) in the Interbank Market would be in excess of LIBOR:

Loan (currency and amount):	$[—]
Interest Period:	[—] months commencing on [—]
Cost of funds:	[—]

3. We request that, as soon as practicable, you inform the other Lenders that you have received a Market Disruption Notification in respect of the Loan and Interest Period referred to in paragraph 2 above, without stating our name or the amount or percentage of our participation. However, we acknowledge that you shall be under no liability for any act or omission in this respect.

Yours faithfully

authorised signatory for

[name of relevant Lender]

243

Schedule 10

Form of Project Budget Statement

FSRU “[    ]”

PROJECT BUDGET

STATEMENT

XXX

Projected Annual

Availability: [    ]

YEAR

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

TOTAL

Revenue

1

Capital Element

2

Operating Cost Element

3

Tax Element

TOTAL REVENUE

Operating Expenses:

Technical Services Agreement Expenses

Master Maintenance Agreement Expenses

Master Parts Agreement Expenses

Other 3rd party O&M expenses(1)

1

Total O&M Expenses

2

Insurance – MII

3

Admin

4

Agency

5

Tax Element Tax ÷ Tax Gross Up Withholding Tax – Interest

6

Special Event Tax ÷ Tax Gross Up

TOTAL EXPENSES

Excess Cash

244

⁽¹⁾ includes

Manning Costs

Maintenance and

Repair Cost

Consumables and

Stores Cost

Insurance Cost

Miscellaneous

Costs

Management and

Operational Costs

245

Schedule 11

Repayment Schedules

Repayment Date	Month	K-Sure Facility Repayment Schedule		FSRU Tranche Repayment Schedule
Start Date	0		—		—
1st Repayment Date	3		3,721,549.50		1,044,029.00
2nd Repayment Date	6		3,721,549.50		1,044,029.00
3rd Repayment Date	9		3,721,549.50		1,044,029.00
4th Repayment Date	12		3,721,549.50		1,044,029.00
5th Repayment Date	15		3,721,549.50		1,044,029.00
6th Repayment Date	18		3,721,549.50		1,044,029.00
7th Repayment Date	21		3,721,549.50		1,044,029.00
8th Repayment Date	24		3,721,549.50		1,044,029.00
9th Repayment Date	27		3,721,549.50		1,044,029.00
10th Repayment Date	30		3,721,549.50		1,044,029.00
11th Repayment Date	33		3,721,549.50		1,044,029.00
12th Repayment Date	36		3,721,549.50		1,044,029.00
13th Repayment Date	39		3,721,549.50		1,044,029.00
14th Repayment Date	42		3,721,549.50		1,044,029.00
15th Repayment Date	45		3,721,549.50		1,044,029.00
16th Repayment Date	48		3,721,549.50		1,044,029.00
17th Repayment Date	51		3,721,549.50		1,044,029.00
18th Repayment Date	54		3,721,549.50		1,044,029.00
19th Repayment Date	57		3,721,549.50		1,044,029.00
20th Repayment Date	60		3,721,549.50		1,044,029.00
21st Repayment Date	63		3,721,549.50		1,044,029.00
22nd Repayment Date	66		3,721,549.50		1,044,029.00
23rd Repayment Date	69		3,721,549.50		1,044,029.00
24th Repayment Date	72		3,721,549.50		1,044,029.00
25th Repayment Date	75		3,721,549.50		1,044,029.00
26th Repayment Date	78		3,721,549.50		1,044,029.00
27th Repayment Date	81		3,721,549.50		1,044,029.00
28th Repayment Date	84		3,721,549.50		1,044,029.00
29th Repayment Date	87		3,721,549.50		—
30th Repayment Date	90		3,721,549.50		—
31st Repayment Date	93		3,721,549.50		—
32nd Repayment Date	96		3,721,549.50		—
33rd Repayment Date	99		3,721,549.50		—
34th Repayment Date	102		3,721,549.50		—
35th Repayment Date	105		3,721,549.50		—
36th Repayment Date	108		3,721,549.50		—
37th Repayment Date	111		3,721,549.50		—
38th Repayment Date	114		3,721,549.50		—
39th Repayment Date	117		3,721,549.50		—
40th Repayment Date	120		3,721,549.50		—
41st Repayment Date	123		3,721,549.50		—
42nd Repayment Date	126		3,721,549.50		—
43rd Repayment Date	129		3,721,549.50		—
44th Repayment Date	132		3,721,549.50		—
45th Repayment Date	135		3,721,549.50		—
46th Repayment Date	138		3,721,549.50		—
47th Repayment Date	141		3,721,549.50		—
48th Repayment Date	144		3,721,549.50		—

246

Schedule 12

Form of Standby Letter of Credit

PT Perusahaan Gas Negara (Persero) Tbk,

Jl.K.H. Zainul Arifin No. 20,

Jakarta 1140, Indonesia

[Date]

REF: IRREVOCABLE STANDBY LETTER OF CREDIT NO. (REF. NO. [Insert reference number])

Dear Sirs,

1. By order and for the account of PT Hoegh LNG Lampung (the “Owner”), we hereby establish in your favour an irrevocable and unconditional standby letter of credit (this “Letter of Credit”) in support of Owner’s obligations under the Amended and Restated Lease, Operation and Maintenance Agreement dated 17 October 2012 and authorise you to draw on [Name and address of bank], up to an aggregate amount of US$10,700,000, (the “Maximum Amount”).

2. Funds under this Letter of Credit will be paid to you in accordance with the terms of this Letter of Credit against your presentation to us at our offices located in Jakarta of a drawing certificate substantially in the form of Annex A hereto (each a “Draft”) not later than the close of business in Jakarta on the Expiry Date.

3. If a Draft is presented by you in accordance with the terms of this Letter of Credit, payment shall be made to you, without proof or condition, of the amount specified therein in immediately available funds without right of set-off or counterclaim on the fourth succeeding Business Day after such presentation (where “Business Day” shall mean any day other than a Saturday or Sunday on which banks are open for business in Singapore) free and clear of, and without deduction for or on account of, any present or future taxes, duties, charges, fees, deductions or withholdings of any nature and by whomsoever imposed.

4. This Letter of Credit is effective from [the date hereof] and will remain valid and in full effect until the earlier of:

(i) [insert longstop expiry date]

(ii) the time the Letter of Credit is returned to us for cancellation; and

(iii) the time that the amounts paid to you under paragraph 3 of this Letter of Credit in aggregate are equivalent to the Maximum Amount,

(the “Expiry Date”). No Draft may be presented later than the close of our business in [Jakarta] on the Expiry Date.

5. Except as otherwise expressly stated herein, this Letter of Credit is subject to the International Standby Practices (“ISP98”), International Chamber of Commerce Publication No. 590, and as to matters not governed by ISP98, shall be governed by and construed in accordance with the laws of England.

6. Any dispute arising out of or in connection with this Letter of Credit, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which Rules are deemed to be incorporated by reference into this Letter of Credit. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be Hong Kong. The language to be used in the arbitral proceedings shall be English.

Yours faithfully,

(Name and Location of Bank & Authorised Signature(s))

247

ANNEX A to IRREVOCABLE STANDBY LETTER OF CREDIT NO. [Insert reference number]

DRAWING CERTIFICATE

[Date]

[Name of Issuing Bank]

[Address]

Re: Irrevocable Standby Letter of Credit No. [Insert reference number] (the “Letter of Credit”)

1. We hereby certify that an event has occurred as a result of which, under the agreement pursuant to which the Letter of Credit was provided, we are entitled to make this demand, and we hereby demand payment in the amount of [insert amount] under the Letter of Credit.

2. Payment of the amount demanded hereby shall be made by [wire transfer to the following account:             ] [issuance of a cheque to the order of             ].

Signed by

on behalf of PT Perusahaan Gas Negara (Persero) Tbk

248

Schedule 13 Conditions Precedent to Completion Guarantee Release Date

1. The date falling 180 days after the Final Acceptance Date has occurred.

2. The Facility Agent has received the Completion Guarantee Release Report;

3. No Default or Event of Default has occurred and is continuing.

4. All Original Security Documents required to be delivered pursuant to Schedule 3 (Conditions precedent) of the Facility Agreement have been permanently filed or registered in the applicable jurisdiction to the extent required by applicable laws.

5. The Facility Agent has received a Compliance Certificate signed by an authorised signatory of the Borrower that the Debt Service Coverage Ratio (determined for this purpose by reference to the 3 month period ending on the most recent Repayment Date) is at least 1.10:1 by reference to unaudited management accounts of the Borrower for such period.

6. The principal repayment instalments of the K-Sure Loans and Commercial Loans payable by the Borrower under the Facility Agreement on the First Repayment Date and the Mooring Tranche Loans have been paid in full.

249

Schedule 14 List of Translated Documents

1) This Agreement;

2) Fee Letters;

3) Security Assignment;

4) Account Security;

5) Insurance Assignment;

6) Hedging Security;

7) O&M Contractor Undertaking (if issued by a party incorporated in Indonesia)

8) Supervisor Undertaking (if issued by a party incorporated in Indonesia)

9) Letter of Quiet Enjoyment;

10) Powers of Attorney;

11) Project Agreements Assignment;

12) Subordination Deed;

13) Intercreditor Deed;

14) Subordinated Loan Agreement;

15) Promissory Notes;

16) Utilisation Request;

17) Charter

18) Charter Novation Agreement;

19) any Charter Guarantee

20) Building Contract Novation Agreement;

21) Mooring EPC Contract Novation Agreement;

22) Umbrella Agreement;

23) Umbrella Novation Agreement;

24) Consortium Agreement;

25) Consortium Agreement Novation Agreement;

26) Mooring Installation Contract;

27) Supervision Agreement;

28) Master Maintenance Agreement;

29) Master Parts Agreement; and

30) Technical Services Agreement.

250

Schedule 15 Form of Accession Deed

THIS ACCESSION DEED is dated [    ] and made BETWEEN:

(1) The parties currently party to the facility agreement referred to below (the Existing Parties); [and]

(2) [ [    ] (the Accession Party); [and]]

(3) [ [[    ] (the Transferor).]

IT IS AGREED that:

1. This Accession Deed relates to a facility agreement deed dated [date] (as amended and in force from time to time, the Facility Agreement) made between [specify parties]. Words and expressions defined in, or to be construed in accordance with, the Facility Agreement shall have the same meanings and construction when used in this Accession Deed.

2. [The Accession Party [has entered into a Hedging Agreement] [or] [become a Lender] [specify other relevant action] full particulars of which are set out in the schedule to this Accession Deed and confirms that it has supplied the Facility Agent with a copy of [specify all relevant agreements or documents].

OR

[The Transferor has transferred to the Accession Party [all] [part] of [specify property or rights being transferred] (the Transferred Interests) details of which are set out in the schedule to this Accession Deed].

3. The parties to this Accession Deed agree and acknowledge that the rights and obligations of the Accession Party in relation to the Transferred Interests are subject to the terms and conditions of the Facility Agreement.

4. [The Transferor transfers the Transferred Interests to the Accession Party by signature of this Accession Deed and the Facility Agent and the K-sure Agent accepts such transfer on behalf of the Existing Parties for the purposes of clause [—] of the Facility Agreement.]

5. The Accession Party undertakes with effect from the date of this Accession Deed to observe and perform the terms and obligations set out in the Facility Agreement relative to [specify relevant capacity] all of which shall be binding on the Accession Party as if it were originally included in the term[s] [specify relevant definition(s) relating to capacity of Accession Party].

6. The Existing Parties undertake to the Accession Party that they will observe and perform the terms and conditions set out in the Facility Agreement all of which shall remain binding on the Existing Parties relative to the [specify relevant capacity] as if it were originally included in the term[s] [specify definition related to capacity of [Accession Party]].

7. This Accession Deed and the rights and obligations of the parties under this Accession Deed are governed by and shall be construed in accordance with English law.

8. The provisions of clauses [—] in the Facility Agreement shall be incorporated in this Accession Deed.

251

Schedule 16 Form of Increase Confirmation

To:	Standard Chartered Bank as Facility Agent
	and
	PT Hoegh LNG Lampung as Borrower
From:	[the Increase Lender] (the Increase Lender)
Dated:	[—]

$299,000,000 Term Loan Facility and $10,700,000 Standby Letter of Credit Facility

Facility Agreement dated [—] 2013 (the Agreement)

1. We refer to the Agreement. This is an Increase Confirmation. Terms defined in the Agreement have the same meaning in this Increase Confirmation unless given a different meaning in this Increase Confirmation.

2. We refer to clause 2.2 (Increase).

3. The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the Relevant Commitment) as if it was an Original Lender under the Agreement.

4. The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the Increase Date) is [—].

5. On the Increase Date, the Increase Lender becomes party to the Finance Documents as a Lender.

6. The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of clause 42.2 (Addresses) are set out in the Schedule.

7. The Increase Lender expressly acknowledges the limitations on the Lenders’ obligations referred to in clause 2.9.

8. This Increase Confirmation may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Increase Confirmation.

9. This Increase Confirmation and any non-contractual obligations arising out of or in connection with it are governed by English law.

10. This Increase Confirmation has been entered into on the date stated at the beginning of this Increase Confirmation.

252

The Schedule

Relevant Commitment/rights and obligations to be assumed by the Increase Lender

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

[Increase Lender]

By:

This Increase Confirmation is accepted as an Increase Confirmation for the purposes of the Agreement by the Facility Agent and the Increase Date is confirmed as [—].

Agent (on behalf of itself, the Obligors and the other Finance Parties)

By:

253

Schedule 17 Technical Adviser’s Scope of Work

Gap Analysis Report

(1) Review on the Lease Operation and Maintenance Agreement, Mooring EPC contract, shipbuilding contract, EPCIC and other material equipment supply contracts and/or Purchase Orders.

(2) Perform a high level review of previous technical advisor’s technical evaluation findings to identify any gaps or residual risks that still need to be considered by the project.

(3) Detailed evaluation of each phase of the Project from construction, Owners Acceptance Testing, Hook-up/Commissioning, Charter Acceptance Testing and subsequent operations and maintenance. The evaluation shall include:

A) Review Project schedule, based on current progress of the project and identify the critical path(s) and adequacy of delivery dates to meet the Project schedule. To the extent information is available, comment on the construction and completion schedule of the undersea pipeline that will connect the mooring to shore being undertaken by PT Rekayasa Industri;

B) Review of interfaces between the Project and other components of the LNG Terminal;

C) Review of key risks in each phase to successful completion and potential mitigants to deal with identified issues;

D) (Note - review of operating and maintenance arrangements is excluded from this CTR.);

E) Perform a high level assessment of previous technical advisor’s review the Health, Safety and Environmental policies established for the Project to identify any gaps or residual risks that still need to be considered by the project.

F) Recommendations on suitable mitigants to the identified risks, to reduce the risk to an as low as reasonably practicable basis.

(4) Review of the project management organization, project management tools, controls, duties and responsibilities as organised by Hoegh LNG for the Project.

(5) Review the Project budget & contingencies including the basis for establishing the budget and the feasibility of the budget.

(6) Perform a high level assessment of previous technical advisor’s technical review to identify any residual technology risks to this project; providing, where necessary, commentary on the level of risks, mitigants in place and the sufficiency of the mitigants to reduce identified risks to an as low as reasonably practical basis.

(7) Perform a high level assessment of previous technical advisor’s review and provide any supplementary comments on performance guarantees, liquidated damages and warranties provided under the project agreements. This will be reviewed and the impact on the overall risk profile of the project and contract assessed.

(8) Working together with Lenders’ Legal Counsel to ensure that the technical and operating covenants in the facility documents are aligned with construction, delivery and operating requirements under the Lease Operation and Maintenance Agreement.

(9) Advise on other technical related matters, reasonably requested by Lenders

(10) Attend clarification meetings with lenders as required

254

(11) Prepare a Technical Due Diligence Draft Report prior to signing of facility agreement. This report will consolidate the supplemental ITA scope of work (“Gap Analysis”) and additional analysis results and findings; where relevant, reference will be made to the previous technical advisor’s Interim Report.²

Construction Monitoring Report

(1) Perform monthly (for highlighting to the Lenders any red flag issues) and quarterly (for the purposes of preparing a report “Quarterly Report”) reviews of the Project Progress Reports (construction of the FSRU, Mooring and pipeline (to the extent information is made available by PGN)) until sailaway and acceptance of the FSRU. These reviews will consider any key risks or issues identified in the Technical Due Diligence, as well as identifying any impacts to achieving the planned project schedule, budgeted project cost and comment on any technical issues arising on the Project.

(2) At the request of lenders (subject to the provisions of the Facility Agreement), to conduct site inspections at the shipyard and/or the Project site in Indonesia.

(3) Each Quarterly Report shall include the following sections

• Commentary on individual project area (including HHI, SOFEC, pipeline, installation and DNV) and overall progress achieved versus planned - focus on overall progress status and key milestones/ activities, including interface issues

• Budget status review including contingency allocation and variation status

• Schedule forecast commentary/ observations

• Project organisation - by exception reporting on planned recruitment and additional resource requirements

• Specific observations on key risk areas and period specific LTA monitoring topics

• Update of LTA risk register/ matrix and LTA monitoring action list

• Recommendations and observations on additional risk mitigation or progress recovery measures

Delivery and Acceptance Review

Review of the Borrower’s reports on Owners Acceptance Tests conducted for Sailaway of the FSRU from the shipyard and review on the commissioning and acceptance of the FSRU (or if applicable an assessment of the other items referred to in the definition of Completion Guarantee Release Report) on behalf of Lenders to prepare a Completion Guarantee Release Report, when requested by the Borrower. Technical Advisor can be required to prepare more than one such report, subject to Borrower and Technical Advisor agreeing costs of such report.

“Completion Guarantee Release Report” means a report from the Technical Advisor confirming that any of the following applies:

(a) in the event of Final Acceptance following satisfaction of the NoR Conditions and the Final Acceptance Test under the Charter, the FSRU has continued to meet the Operational Minimum Requirements (as defined in the Charter) and continued to comply with the Warranty Performance Requirement (as defined in the Charter), in each case to a sufficient extent to permit the Borrower to maintain the Debt Service Coverage Ratio as required by Clause 21.1 (Borrower financial covenants) throughout any continuous period of 90 days after the Final Acceptance Date; or

(b) in the case of Deemed Acceptance, the FSRU has continued to meet the Operational Minimum Requirements (as defined in the Charter) and continued to comply with the Warranty Performance Requirement (as defined in the Charter), in each case, to a sufficient extent to permit the Borrower to maintain the Debt Service Coverage Ratio as required by Clause 21.1 (Borrower financial covenants) throughout any continuous period of 90 days after Deemed Acceptance; and at any time after Deemed Acceptance:

(i) the FSRU satisfied all the AMR Requirements; or

2 For the avoidance of doubt Interim Report, Gap Analysis Report and Due Diligence Report have been completed prior to signing.

255

(ii) in the event that an AMR Requirement was not satisfied, and there was not a reasonable opportunity (including by the supply of LNG and the nomination of regasified LNG by the Charterer) or it was agreed in consultation with the Technical Advisor that it was not reasonably practicable to determine whether the FSRU could satisfy that AMR Requirement, then as a minimum requirement the FSRU has demonstrated that:

A. for LNG transfer, storage and cargo handling systems:

(1) the FSRU is capable of ship to ship transfer of LNG in accordance with the Charter; and

(2) the LNG cargo storage and handling systems have been fully tested and accepted under the Building Contract;

B. for regasification and export systems:

(1) each of the 3 LNG trains is capable of achieving its name plate capacity at 120MMscf per day, together with evidence that it is capable of ramping down to a minimum send-out rate of 45MMscf per day; or

(2) if the system testing is limited (e.g. by LNG supply or gas export limitations) by the Charterer preventing the running of the trains to full capacity, each of the 3 LNG trains is capable of regasifying LNG at a rate of at least 45MMscf per day; or

(c) in the case of Deemed Acceptance, to the extent that the requirements of paragraph (b) have not been satisfied, the Technical Advisor has assessed the performance of any untested or partially tested part of the FSRU, and is of the opinion that the FSRU is likely to be capable of satisfying the applicable Warranty Performance Requirements (as defined in the Charter) based on the results of operations and testing of the FSRU, including during vendor factory acceptance testing, sea trials and gas trials performed under the Building Contract and acceptance testing performed under the Charter.

For the purposes of this definition, an “AMR Requirement” means any of paragraphs 1(b), 1(c), 1(d), 1(f), 1(g), 1(h) and 1(i) of the Part A of Schedule 2 of the Charter.

“Project Progress Reports” means the monthly report prepared by the Borrower until Final Acceptance, within 3 weeks of the end of each month, on the progress of all elements of the FSRU and Mooring and (to the extent information is made available by PGN) pipeline construction. The report should include sufficient details on

• Progress summary narrative on all areas of project

• Progress/ schedule status analysis (including S curves)

• Budget expenditure versus budget (including S curves)

• Any concerns regarding Class status

• Main interface actions, activities, milestones and key activity progress tracking/ forecasting (e.g. TSS release to HHI)

• Main milestones planned and achieved for period

• Any main areas of concern

• Key risk management activities against risk register

256

Schedule 18

Form of instruction to Account Banks

Part 1: Borrower Withdrawal Instruction

To:	Standard Chartered Bank as Account Bank
cc:	Standard Chartered Bank as Facility Agent
From:	PT Hoegh LNG Lampung as Borrower

Dear Sirs Dated: [—] Time: [—]

$299,000,000 Term Loan Facility and $10,700,000 Standby Letter of Credit Facility Agreement dated [—] 2013 (the “Agreement”)

1. We refer to the Agreement. This is a Borrower Withdrawal Request.

2. We confirm that [insert details of purpose of required withdrawals].

3. In accordance with clause [—] of the Facility Agreement, we instruct you to withdraw monies from the [specify relevant Project Account (account no. [—]) and apply such monies in the order as set out below:

S.No. Currency Amount Payee Payee
account
details:
account
holder’s
name: Account
No Bank
Name Bank
Address SWIFT
Code: Reference:

4. This withdrawal instruction is irrevocable.

5. We hereby represent and warrant that this withdrawal instruction is in compliance with clause 28 (Project Accounts, Receivables and Insurance Proceeds) of the Facility Agreement.

Yours faithfully

for and on behalf of.

PT Hoegh LNG Lampung as Borrower

³[

for and on behalf of

Standard Chartered Bank as Issuing Bank]

3 COUNTERSIGNATURE OF ISSUING BANK REQUIRED FOR WITHDRAWAL FROM LC CASH COLLATERAL ACCOUNT

257

Part 2: Facility Agent Withdrawal Instruction

To:	Standard Chartered Bank as Account Bank
From:	Standard Chartered Bank as Facility Agent
and:	PT Hoegh LNG Lampung as Borrower

Dated: [—]

Time: [—]

Dear Sirs

$299,000,000 Term Loan Facility and $10,700,000 Standby Letter of Credit Facility Agreement dated [—] 2013 (the “Agreement”)

6. We refer to the Agreement. This is a Facility Agent Withdrawal Request.

7. We confirm that [insert details of purpose of required withdrawals].

8. In accordance with clause [—] of the Facility Agreement, we instruct you to withdraw monies from the [specify relevant Project Account (account no. [—]) and apply such monies in the order as set out below:

S.No. Currency Amount Payee Payee
account
details:
account
holders
name: Account
No Bank
Name Bank
Address SWIFT
Code: Reference:

9. This withdrawal instruction is irrevocable.

10. We hereby represent and warrant that this withdrawal instruction is in compliance with clause 28 (Project Accounts, Receivables and Insurance Proceeds) of the Facility Agreement.

Yours faithfully

for and on behalf of

PT Hoegh LNG Lampung as Borrower

COUNTERSIGNATURE OF FACILITY AGENT REQUIRED

for and on behalf of

Standard Chartered Bank as Facility Agent

258

Schedule 19

Account Banks provisions

1 Operation of the Project Accounts

1.1 Instructions to Account Banks and compliance with directions

The Facility Agent, the Borrower and the Issuing Bank agree to give to the Account Banks all directions necessary to enable each Account Bank to operate the relevant Projects Accounts in accordance with the terms of the Finance Documents. The Account Banks shall comply with any instruction delivered to the Account Bank in accordance with clause 28 (Project Accounts) to debit the Project Accounts but only if the relevant instruction (i) is in respect of a specified sum of money; (ii) is in writing or, in the case of a transfer of funds by electronic transmission, is evidenced in accordance with the relevant Account Bank’s normal banking practice for such transfers; and (iii) complies with the form of instruction to Account Bank set out in Schedule 18.

1.2 Payments to be made out of Singapore (for the Offshore Account Bank) and Indonesia (for the Onshore Account Bank) only

All payments out of the Accounts shall be made by the Account Banks in Singapore (for the Offshore Account Bank) and Indonesia (for the Onshore Account Bank) only and the Account Banks are not permitted to make any payments out of the Accounts in any other jurisdiction for any reason whatsoever.

1.3 Conflicting instructions

In the case of any conflict between any instructions given to an Account Bank by the Facility Agent and any other person the instructions of the Facility Agent will prevail.

1.4 No overdraft, insufficient moneys

Amounts shall only be withdrawn from the Project Accounts to the extent such withdrawal does not cause the Project Accounts to have a negative balance and the Account Banks shall not have any obligation to monitor the Project Accounts for this purpose or incur any liability whatsoever from any non-distribution in such circumstances.

1.5 Authorised signatories, call-back contacts

Each of the Facility Agent and the Borrower shall provide a list of authorised signatories and call-back contacts to each Account Bank on or prior to the first Utilisation. Each of the Facility Agent and the Borrower undertakes to give each Account Bank five (5) clear Business Days’ notice in writing of any amendment to their authorised signatories or call-back contacts.

2 Reliance and Assumptions by Account Banks

2.1 Right to rely on communications

Each of the Account Banks may rely on:

(a) any communication or document reasonably believed by it to be genuine (even if such communication or document is later reversed, modified, set aside or vacated); and/or

(b) any document of any kind prima facie properly executed and submitted by any person whom the relevant Account Bank has reasonable grounds to believe is entitled to execute and submit such document in relation to any matter arising under or in connection with this Agreement (even if such document is later reversed, modified, set aside or vacated).

259

2.2 Right to consult and rely on professional advisers

Each of the Account Banks may, at the reasonable expense of the Borrower, consult legal counsel or professional advisers over any question as to the provisions of this Agreement, its rights, obligations and/or its duties. Each of the Account Banks may rely on and act pursuant to the advice of its counsel or other professional advisers with respect to any matter (whether or not contentious) relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice.

2.3 Right to assume no breach of obligations under the Account Agreement

Each of the Account Banks can assume that no other party to this Agreement is in breach of its obligations hereunder unless the relevant Account Bank has actual notice to the contrary in its capacity as account bank.

2.4 Right to assume all conditions to payment met

Each of the Account Banks may assume that all conditions for the making of any payment out of the amounts standing to the credit of the Project Accounts held with it which are specified in any instruction from the Borrower, the Issuing Bank or the Facility Agent have been satisfied, unless the relevant Account Bank has actual notice to the contrary in its capacity as account bank.

3 Expenses

3.1 Account Banks’ right of lien

The Borrower is liable for payment of any fees, expenses and other sums payable to the Account Banks pursuant to this Agreement. The Account Banks may debit any amounts due to it in respect of the operation of the relevant Project Accounts and shall be entitled to retain that proportion of the amounts standing to the credit of the Revenue Accounts (or either of them) equal to any unpaid fees and other charges due to the Account Banks (or either of them) under this Agreement (in respect of any Project Account) until all such fees and charges have been paid in full.

4 No Duty or Obligation

4.1 No implied duties or obligations

The Account Banks shall be obliged to perform only such duties as are set out in the Finance Documents and no implied duties or obligations shall be read into this Agreement against either of the Account Banks.

4.2 No duty or obligation greater than that owed to general banking customers

Neither of the Account Banks shall be under any duty or obligation to give the amounts held by it hereunder any greater degree of care than it gives to amounts held for its general banking customers.

4.3 No duty or obligation to make payments

Neither of the Account Banks shall be obliged to make any payment or otherwise to act on any request or instruction notified to it under this Agreement if:

(a) it is unable to verify any signature pursuant to any request or instruction against the specimen signature provided for the relevant authorised signatory; or

260

(b) it is unable to validate the authenticity of the request by telephoning a call-back contact as provided to it pursuant to paragraph 1.4 above; or

(c) if, in the relevant Account Bank’s reasonable opinion, it conflicts with any provision of this Agreement or otherwise does not comply with the requirements of this Agreement.

4.4 No duty or obligation to ensure accuracy of any communication

Neither of the Account Banks is under no duty or obligation to ensure that any certificate, consent, notice, instruction or other communication which is or appears to be given by the Facility Agent in accordance with this Agreement is accurate, correct or duly authorised and shall be entitled to act in reliance without further enquiry upon any such certificate, consent, notice, instruction or other communication and shall not be under any duty or obligation to verify the accuracy or correctness of any statements made therein (even if such certificate, consent, notice, instruction or other communication is later reversed, modified, set aside or vacated).

4.5 No duty or obligation to take any action which may be illegal

Notwithstanding any other provision of any Finance Document to the contrary, neither of the Account Banks is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law and neither of the Account Banks shall be liable for any failure to carry out any or all of its obligations under this Agreement where performance of any such duty or obligation would be in breach of any law or other regulation.

4.6 No duty to be bound by terms of settlement without consent

In the event that the terms of a settlement of any dispute involving the Borrower results in an increase, extension, modification or other variation of the duties, obligations or liabilities of either Account Bank contemplated by this Agreement, then such variation shall only be effective where, and to the extent, the relevant Account Bank has given its written consent to be bound thereby.

4.7 No duty or obligation to ensure that funds used for proper purpose

Neither of the Account Banks is under a duty or obligation to ensure that any funds withdrawn from the Project Accounts are actually applied for the purpose for which they are withdrawn.

5 Limitation of Liability

5.1 General exclusion of liability

Neither of the Account Banks shall be liable to any person or entity for any loss, liability, claim, action, damages or expenses arising out of or in connection with anything done or omitted to be done by it pursuant to and in accordance with the provisions of this Agreement save as are caused by its own gross negligence or wilful misconduct.

5.2 No liability where withdrawal wrongly made in good faith

Neither of the Account Banks is responsible or liable to the Borrower or the Contractors for any withdrawal wrongly made, if the relevant Account Bank acted in good faith in relation to that withdrawal.

5.3 No liability for consequential loss, etc.

Notwithstanding the foregoing, under no circumstances will either of the Account Banks be liable to any party whether in contract, tort or otherwise, for any consequential loss (including, but not limited to, loss of business, goodwill, opportunity or profit) even if advised of the possibility of such loss or damage.

261

5.4 No liability for events of force majeure

In no event shall either of the Account Banks be liable for any Losses suffered due to a Force Majeure event (as each such expression is defined below).

Losses means any losses, damages, demands, claims, liabilities, costs (including legal costs) and expenses of any kind (including any direct, indirect or consequential losses, loss of profit, loss of goodwill and loss of reputation) whether or not they were foreseeable or likely to occur.

Force Majeure means any:

(a) flood, storm, earthquake or other natural event;

(b) war, hostilities, terrorism, revolution, riot or civil disorder;

(c) strike, lockout or other industrial action;

(d) change in any law or any change in the interpretation or enforcement of any law;

(e) act or order of any Authority;

(f) order of any court or other judicial body;

(g) restriction or impending restriction on the availability, convertibility, credit or transferability of any currency;

(h) computer system malfunction or failure (regardless of cause) or any third party interference with a computer system;

(i) error, failure, interruption, delay or non-availability of any goods or services supplied to the Borrower or the relevant Account Bank by a third party; or

(j) other circumstance beyond the reasonable control of the relevant Account Bank.

6 Indemnity

The Borrower (and, to the extent that the relevant Account Bank has not been reimbursed by the Borrower pursuant to a Finance Document, the Lenders) shall indemnify and keep indemnified each of the Account Banks and its directors, officers, agents and employees (each an Indemnified Party) and hold each of them harmless from and against any and all losses, liabilities, claims, charges, actions, demands, damages, fees, costs and expenses (including, without limitation, fees and disbursements of the Indemnified Party’s counsel) arising out of or in connection with (a) its appointment as an Account Bank under, and its performance of, the Finance Documents including, but not limited to, the reliance by such Account Bank on any instruction, and (b) the exercise of its rights and powers as an Account Bank under, or the enforcement of any provision of, the Finance Documents, save as are caused by its (or their) own gross negligence or wilful misconduct. The indemnities in this paragraph 7 shall survive the termination of this Agreement, or the resignation or removal of the relevant Account Bank.

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7 Disclosure and Publicity

7.1 Publicity

No material in any language which mentions either of the Account Bank’s names or the rights, powers or duties of the Account Banks may be issued by either of the other Parties or on their behalf without the prior written consent of the relevant Account Bank.

8 Resignation of Account Banks

8.1 Account Banks’ right of resignation

An Account Bank may resign and be discharged from its duties or obligations under this Agreement at any time by giving sixty (60) Business Days’ notice in writing of such resignation.

8.2 Procedure for nominating replacement Account Bank

The Borrower and the Facility Agent will within 15 Business Days of receipt of the relevant Account Bank’s resignation notice, jointly nominate and inform the relevant Account Bank in writing of a replacement Account Bank (together with details of the accounts into which the funds standing to the credit of the Project Accounts will be transferred). If the relevant Account Bank does not receive any nomination notice within such period, such Account Bank will nominate another bank or financial institution of international standing and repute before resigning and being discharged from its duties and obligations under this Agreement and any such nomination and resulting appointment of a replacement Account Bank will be binding upon the Parties. The Parties will forthwith take all necessary steps to novate this Agreement to the replacement Account Bank, discharge the relevant Account Bank from its obligations under this Agreement and make such other changes to this Agreement and the other Finance Documents (including entering into replacement Account Security) as shall be required to reflect the replacement of the relevant Account Bank.

8.3 Fees and expenses relating to replacement of Account Banks

The Borrower will pay to the relevant Account Bank any fees due and owing to such Account Bank, plus any costs and expenses such Account Bank and the other Finance Parties will reasonably incur in connection with the transfer of the Project Accounts to the replacement account bank and the novation of, and amendments to, the Finance Documents referred to in paragraph 8.2 above. No compensation or fees paid to the relevant Account Bank hereunder will be refundable notwithstanding the resignation, replacement or other termination of the appointment of such Account Bank for any reason whatsoever.

9 Termination

No later than thirty (30) days after the expiry of the Facility Period, the agreement contained in this Schedule 19 (Account Bank provisions) will automatically terminate and the Project Accounts will automatically be closed, provided that the Account Banks shall first transfer any balance standing to the credit of the Project Accounts to the order of the Borrower.

10 Governing Law

Notwithstanding that this Agreement is governed by English law, any deposits standing to the credit of the Project Accounts from time to time and all payments out of the Project Accounts are governed by the prevailing laws in effect in Singapore in the case of the Project Accounts with the Offshore Account Bank and Indonesia in the case of the Project Accounts with the Onshore Account Bank.

11 Miscellaneous

11.1 Monies held as banker; no trust

It is hereby acknowledged that all monies held by each Account Bank under the Finance Documents are held by it as banker. Nothing, whether by reason of any matter or thing

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contained in this Agreement or otherwise, constitutes either Account Bank or any of its officers, employees, partners, servants or agents as a trustee or fiduciary of any other person.

11.2 Succession and merger

Any legal entity into which either Account Bank is merged or converted or any legal entity resulting from any merger or conversion to which either Account Bank is a party shall, to the extent permitted by applicable law, be the successor to the relevant Account Bank without any further formality.

11.3 Ability to engage in other business; waiver of conflict

Each of the Borrower, the Facility Agent and the Security Agent acknowledges and agrees that (without objection), (1) each Account Bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of banking or other business and provide a broad range of financial services (including without limitation funding or advisory services and trading in debt and equity securities, both for its own account and the account of any client of the relevant Account Bank or of its Affiliates), (ii) each Account Bank may act in different capacities in relation to the transactions contemplated by the Finance Documents or otherwise, including as Facility Agent, Security Agent, Mandated Lead Arranger, Lender and Hedging Bank; and (iii) may, during the course of the contemplated transactions hereof or otherwise, be engaged in transactions and services with clients who may have conflicting interests to the Borrower, the Facility Agent and the Security Agent and/or other parties involved in the transactions contemplated in the Finance Documents.

11.4 Not required to risk own funds

Neither of the Account Banks shall be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or the exercise of any right, power or authority hereunder

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SIGNATURES

THE BORROWER
PT HOEGH LNG LAMPUNG
By:	ILLEGIBLE SIGNATURE
THE FACILITY AGENT
Standard Chartered Bank
By:	/s/ PAUL THOMPSON
Paul Thompson
Director, Agency UK/Europe
Standard Chartered Bank
THE SECURITY AGENT
Standard Chartered Bank
By:	/s/ PAUL THOMPSON
Paul Thompson
Director, Agency UK/Europe
Standard Chartered Bank
THE K-SURE AGENT
Standard Chartered Bank
By:	/s/ PAUL THOMPSON
Paul Thompson
Director, Agency UK/Europe
Standard Chartered Bank

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THE OFFSHORE ACCOUNT BANK Standard Chartered Bank
By:	/s/ SUMIT AGGARWAL	SUMIT AGGARWAL
		Managing Director
		Regional Head of Transaction Banking South East Asia
THE ONSHORE ACCOUNT BANK
Standard Chartered Bank, Jakarta Branch
By:	/s/ ADJI WIBOWO
Adji Wibowo
Country Head, Transaction Banking
THE ORIGINAL ISSUING BANK Standard Chartered Bank
		SUMIT AGGARWAL
By:	/s/ SUMIT AGGARWAL	Managing Director
		Regional Head of Transaction Banking South East Asia

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THE HEDGING BANKS
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
By:	/s/ YASUO MATSUYAMA
Yasuo Matsuyama
Deputy General Manager
Standard Chartered Bank
By:	/s/ CONOR MCCOOLE
Conor McCoole
Managing Director, Head of Project Finance, Asia
DBS Bank Ltd
By:	/s/ SUNITA DANANI
Sunita Danani
Senior Vice President
Korea Development Bank
By:	Kim, Chang Kyun
	Head F/X Derivatives Products Unit
	Trading Center
/s/ KIM, CHANG KYUN
The Oversea-Chinese Banking Corporation Limited
By:
/s/ GEORGE LEE
GEORGE LEE
HEAD
GLOBAL CORPORATE BANKING

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THE COMMERCIAL LENDERS
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
By:	/s/ YASUO MATSUYAMA
Yasuo Matsuyama
Deputy General Manager
Standard Chartered Bank
By:	/s/ CONOR MCCOOLE
Conor McCoole
Managing Director, Head of Project Finance, Asia
DBS Bank Ltd
By:	/s/ SUNITA DANANI
Sunita Danani
Senior Vice President
Korea Development Bank
	Mr. Jeongeun Lee
By:	General Manager
	Project Finance Department II
/s/ JEONGEUN LEE
The Oversea-Chinese Banking Corporation Limited
By:
/s/ GEORGE LEE
GEORGE LEE
HEAD
GLOBAL CORPORATE BANKING

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THE K-SURE LENDERS
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
By:	/s/ YASUO MATSUYAMA
Yasuo Matsuyama
Deputy General Manager
Standard Chartered Bank
By:	/s/ CONOR MCCOOLE
Conor McCoole
Managing Director, Head of Project Finance, Asia
DBS Bank Ltd
By:	/s/ SUNITA DANANI
Sunita Danani
Senior Vice President
Korea Development Bank
	Mr. Jeongeun Lee
By:	General Manager
	Project Finance Department II
/s/ JEONGEUN LEE
The Oversea-Chinese Banking Corporation Limited
By:
/s/ GEORGE LEE
GEORGE LEE
HEAD
GLOBAL CORPORATE BANKING

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THE LC LENDERS
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
By:	/s/ YASUO MATSUYAMA
Yasuo Matsuyama
Deputy General Manager
Standard Chartered Bank
By:	/s/ SUMIT AGGARWAL
SUMIT AGGARWAL
Managing Director
Regional Head of Transaction Banking
South East Asia
DBS Bank Ltd
By:	/s/ SUNITA DANANI
Sunita Danani
Senior Vice President
Korea Development Bank
	Mr. Jeongeun Lee
By:	General Manager
	Project Finance Department II
/s/ JEONGEUN LEE
The Oversea-Chinese Banking Corporation Limited
By:
/s/ GEORGE LEE
GEORGE LEE
HEAD
GLOBAL CORPORATE BANKING

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THE MANDATED LEAD ARRANGERS
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
By:	/s/ YASUO MATSUYAMA
Yasuo Matsuyama
Deputy General Manager
Standard Chartered Bank
By:	/s/ CONOR MCCOOLE
Conor McCoole
Managing Director, Head of Project Finance, Asia
DBS Bank Ltd
By:	/s/ SUNITA DANANI
Sunita Danani
Senior Vice President
Korea Development Bank
	Mr. Jeongeun Lee
By:	General Manager
	Project Finance Department II
/s/ JEONGEUN LEE
The Oversea-Chinese Banking Corporation Limited
By:
/s/ GEORGE LEE
GEORGE LEE
HEAD
GLOBAL CORPORATE BANKING

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