As filed with the Securities and Exchange Commission on August 6, 2014

 

Registration No. 333-197228

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 4

 

to

 

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   98-1182326
(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.   ¨

 

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


EXPLANATORY NOTE

 

Höegh LNG Partners LP is filing this Amendment No. 4 (the “Amendment”) to its Registration Statement on Form F-1 (Registration No. 333-197228) (the “Registration Statement”) to file exhibits 10.10, 10.11, 10.16.1 and 10.17.1 to the Registration Statement, and to amend and restate the list of exhibits set forth in Item 8 of Part II of the Registration Statement. Accordingly, this Amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature pages to the Registration Statement and the filed exhibits. The prospectus is unchanged and has been omitted.


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 general partner, our directors and officers and 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 1.1 to this registration statement in which we and certain of our 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 PricewaterhouseCoopers Services LLP 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**    Administrative Services Agreement, dated July 2, 2014, among Höegh LNG Partners LP, Höegh LNG Partners Operating LLC and Hoegh LNG Services Ltd
10.7**    Administrative Services Agreement, dated July 2, 2014, 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 April 23, 2014, 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 April 23, 2014, 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 )
10.16.1†    Amendment No. 3, dated April 23, 2014, to the SRV LNG Carrier Time Charterparty, dated March 20, 2007 ( 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 )
10.17.1†    Amendment No. 3, dated April 23, 2014, to the SRV LNG Carrier Time Charterparty, dated March 20, 2007 ( 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**    Form of 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, among SRV Joint Gas Ltd. and the other parties thereto, as amended by the Amendment Agreement, dated March 25, 2010 and the Letter from the Agent for the Lenders, dated August 28, 2010

10.26.1**
 
  

Form of Letter from the Agent for the Lenders, dated July 2014, among SRV Joint Gas Ltd. and the other parties thereto, related to the Neptune Facility Agreement

10.27**   

Cape Ann Facility Agreement, dated December, 20, 2007, among SRV Joint Gas Two Ltd. and the other parties thereto, as amended by the Amendment Agreement, dated March 25, 2010, the Letter from the Agent for the Lenders, dated August 28, 2010 and the Amendment Agreement, dated June 29, 2012

10.27.1**   

Form of Letter from the Agent for the Lenders, dated July 2014, among SRV Joint Gas Two Ltd. and the other parties thereto, related to the Cape Ann Facility Agreement

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 PricewaterhouseCoopers Services LLP relating to tax matters (contained in Exhibit 8.5)
24.1**    Power of Attorney

 

**   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 London, United Kingdom on August 6, 2014.

 

HÖEGH LNG PARTNERS LP
By:  

/ S /    R ICHARD T YRRELL

Name:   Richard Tyrrell
Title:   Chief Executive Officer and Chief Financial Officer

 

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

/ S /    R ICHARD T YRRELL    

  

Chief Executive Officer

and Chief Financial Officer

(Principal Executive Officer,

Principal Financial Officer

and Principal Accounting Officer)

  August 6, 2014
Richard Tyrrell     

*

   Chairman   August 6, 2014
Sveinung Støhle     

*

   Director   August 6, 2014
Steffen Føreid     

*

   Director   August 6, 2014
Claibourne Harris     

*

   Director   August 6, 2014
Morten W. Høegh     

*

   Director   August 6, 2014
Andrew Jamieson     

*

   Director   August 6, 2014
David Spivak     

*

   Director   August 6, 2014
Robert Shaw     

 

*   By:  

/ S /    R ICHARD T YRRELL

  Richard Tyrrell
  as attorney-in-fact

 

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 August 6, 2014.

 

PUGLISI & ASSOCIATES
By:  

/ S /    D ONALD J. P UGLISI

Name:

  Donald J. Puglisi

Title:

 

Managing Director

Authorized Representative in the United States

 

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 PricewaterhouseCoopers Services LLP 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**    Administrative Services Agreement, dated July 2, 2014, among Höegh LNG Partners LP, Höegh LNG Partners Operating LLC and Hoegh LNG Services Ltd
10.7**    Administrative Services Agreement, dated July 2, 2014, 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 April 23, 2014, 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 April 23, 2014, 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 )
10.16.1†    Amendment No. 3, dated April 23, 2014, to the SRV LNG Carrier Time Charterparty, dated March 20, 2007 ( 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 )
10.17.1†    Amendment No. 3, dated April 23, 2014, to the SRV LNG Carrier Time Charterparty, dated March 20, 2007 ( 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**    Form of 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, among SRV Joint Gas Ltd. and the other parties thereto, as amended by the Amendment Agreement, dated March 25, 2010 and the Letter from the Agent for the Lenders, dated August 28, 2010

10.26.1**   

Form of Letter from the Agent for the Lenders, dated July 2014, among SRV Joint Gas Ltd. and the other parties thereto, related to the Neptune Facility Agreement

 

II-8


Exhibit
No.

  

Description

10.27**   

Cape Ann Facility Agreement, dated December, 20, 2007, among SRV Joint Gas Two Ltd. and the other parties thereto, as amended by the Amendment Agreement, dated March 25, 2010, the Letter from the Agent for the Lenders, dated August 28, 2010 and the Amendment Agreement, dated June 29, 2012

10.27.1**   

Form of Letter from the Agent for the Lenders, dated July 2014, among SRV Joint Gas Two Ltd. and the other parties thereto, related to the Cape Ann Facility Agreement

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 PricewaterhouseCoopers Services LLP relating to tax matters (contained in Exhibit 8.5)
24.1**    Power of Attorney

 

**   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

Exhibit 10.10

 

LOGO

 

1. Date of Agreement 23 April 2014 THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT CODE NAME: “SHIPMAN 98” Part I 2. Owners (name, place of registered office and law of registry) (CI. 1) 3. Managers (name, place of registered office and law of registry) (CI. 1) Name SRV Joint Gas Ltd Name Höegh LNG Fleet Management AS Place of registered office Clifton House 75 Fort Street Grand Cayman Cayman Islands Place of registered office Drammensveien 134 0277 Oslo Norway Law of registry Norway Law of registry Cayman Islands 4. Day and year of commencement of Agreement (Cl. 2) Upon delivery of the Vessel from Samsung Heavy Industries Co. Ltd. 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) (C1. 3.3) NO 8. Insurance Arrangements (state “yes” or “no” as agreed) (Cl. 3.4) NO 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 650,000 (2013) + annual adjustment according to Amendment no.3 to the Timecharter Party dated 20 March 2007 between SRV Joint Gas Ltd. and GDF SUEZ LNG Supply SA 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 stated) (Cl. 19) London English Law as per cl 19.1. Any Arbitration will take place in London. 19. Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Owners) (Cl. 20) SRV Joint Gas Ltd C/O Hoegh LNG AS Drammensveien 134 PO Box 4, Skoyen 0212 Oslo Norway Tel:+47 97 55 74 00 Fax:+47 97 55 74 01 20. Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Managers) (Cl. 20) Hoegh LNG Fleet Management AS Drammensveien 134 P.O. Box 4 Skoyen 0212 Oslo Norway Tel:+47 97 55 74 00 Fax:+47 97 55 74 01 Approved by the Documentary Committee of The Approved by Printed by BlMCO’s idea Japan Shipping Exchange Inc., Tokyo the lnternational Ship Managers, Association (ISMA) 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.


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It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I 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 of such conflict but no further..


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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: 23 April 2014 Name of Vessel(s): GDF SUEZ Neptune Particulars of Vessel(s): Vessel Type: Shuttle and Regasification Vessel (SRV)/Liquified Natural Gas Tanker Cargo Capacity: 144,988.9 cbm LOA: 283.06 m Breadth Moulded: 43.4 m Design Draft: 11.4 m Gross Tonnage: about 97,100 mt Classification Society: DNV Cargo Containment: Mark III reinforced membrane tanks Engine: Wartsila Industries Diesel Generator Engine (12L50DF *3 + 6L50DF * 1) IMO Number: 9385673 Printed by BIMCO’s idea 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.


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ANNEX “B” (DETAILS OF CREW) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98” Date of Agreement: 23 April 2014

Details of Crew: The Vessel will be crewed by a complement of 27 qualified crew under normal trading conditions. The number of officers may vary from time to time but the basis is 13 officers of mixed nationalities. Numbers Rank Nationality

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.


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ANNEX “C” (BUDGET) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”

Date of Agreement: 23 April 2014

Managers’ Budget for the first year with effect from the Commencement Date of this Agreement: As attached

Printed by BIMCO’s idea

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.


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PART II “SHIPMAN 98” Standard Ship Management Agreement 1.Definitions 1

In this Agreement save where the context otherwise requires, 2

the following words and expressions shall have the meanings 3

hereby assigned to them. 4

“Owners” means the party identified in Box 2. 5

“Managers” means the party identified in Box 3. 6

“Vessel” means the vessel or vessels details of which are set 7

out in Annex “A” attached hereto. 8

“Crew” means the Master and the officers as provided by the 9

Manager to the Vessel at any time and ratings of the numbers, rank and nationality as per the Manager’s at any time current 10

crewing procedures and manuals.

“Crew Support Costs” means all expenses of a general nature 11

which are not particularly referable to any individual vessel for 12

the time being managed by the Managers and which are incurred 13

by the Managers for the purpose of providing an efficient and 14

economic management service and, without prejudice to the 15

generality of the foregoing, shall include the cost of crew standby 16

pay, training schemes for officers and ratings, cadet training 17

schemes, sick pay, study pay, recruitment and interviews. 18

“Severance Costs” means the costs which the employers are19

legally obliged to pay to or in respect of the Crew as a result of20

the early termination of any employment contract for service on 21

the Vessel. 22

“Crew Insurances” means insurances against crew risks which 23

shall include but not be limited to death, sickness, repatriation,24

injury, shipwreck unemployment indemnity and loss of personal 25

effects. 26

“Management Services” means the services specified in sub- 27

clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12. 28

“ISM Code” means the International Management Code for the 29

Safe Operation of Ships and for Pollution Prevention as adopted 30

by the International Maritime Organization (IMO) by resolution 31

A.741 (18) or any subsequent amendment thereto. 32

“STCW 95” means the International Convention on Standards 33

of Training, Certification and Watchkeeping for Seafarers, 1978, 34

as amended in 1995 or any subsequent amendment thereto. 35

2. Appointment of Managers 36

With effect from the day and year stated in Box 4 and continuing 37

unless and until terminated as provided herein, the Owners38

hereby appoint the Managers and the Managers hereby agree39

to act as the Managers of the Vessel. 40

3. Basis of Agreement 41

Subject to the terms and conditions herein provided, during the42

period of this Agreement, the Managers shall carry out 43

Management Services in respect of the Vessel as agents for44

and on behalf of the Owners. The Managers shall have authority45

to take such actions as they may from time to time in their absolute 46

discretion consider to be necessary to enable them to perform47

this Agreement in accordance with sound ship management48

practice.49

3.1 Crew Management 50

(only applicable if agreed according to Box 5) 51

The Managers shall provide suitably qualified Crew for the Vessel52

as required by the Owners in accordance with the STCW 95 53

requirements, provision of which includes but is not limited to 54

the following functions:55

(i) selecting and engaging the Vessel’s Crew, including payroll56

arrangements, pension administration, and insurances for57

the Crew other than those mentioned in Clause 6: 58

(ii) ensuring that the applicable requirements of the law of the59

flag of the Vessel are satisfied in respect of manning levels,60

rank, qualification and certification of the Crew and 61

employment regulations including Crew’s tax, social 62

insurance, discipline and other requirements; 63

(iii)ensuring that all members of the Crew have passed a medical 64 examination with a qualified doctor certifying that they are fit 65 for the duties for which they are engaged and are in possession 66 of valid medical certificates issued in accordance with 67 appropriate flag State requirements. In the absence of 68

(iv)applicable flag State requirements the medical certificate shall 69 be dated not more than three months prior to the respective 70 Crew members leaving their country of domicile and 71 maintained for the duration of their service on board the Vessel; 72

(v) ensuring that the Crew shall have a command of the English 73 language of a sufficient standard to enable them to perform 74 their duties safely; 75

(vi) arranging transportation of the Crew, including repatriation; 76

(vii) training of the Crew and supervising their efficiency; 77

(viii) conducting union negotiations; 78

(ix) operating the Managers’ drug and alcohol policy unless 79 otherwise agreed. 80

3.2 Technical Management 81

(only applicable if agreed according to Box 6) 82

The Managers shall provide technical management which 83

includes, but is not limited to, the following functions: 84

(i) provision of competent personnel to supervise the 85 maintenance and general efficiency of the Vessel; 86

(ii) arrangement and supervision of dry dockings, repairs, 87 alterations and the upkeep of the Vessel to the standards 88 required by the Owners provided that the Managers shall 89 be entitled to incur the necessary expenditure to ensure 90 that the Vessel will comply with the law of the flag of the 91 Vessel and of the places where she trades, and all 92 requirements and recommendations of the classification 93 society; 94

(iii) arrangement of the supply of necessary stores, spares and 95 lubricating oil; 96

(iv)appointment of surveyors and technical consultants as the 97 Managers may consider from time to time to be necessary; 98

(v) development, implementation and maintenance of a Safety 99 Management System (SMS) in accordance with the ISM 100 Code (see sub-clauses 4,2 and 5.3). 101

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.


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PART II “SHIPMAN 98” Standard Ship Management Agreement 3.5 Accounting Services 133 (only applicable if agreed according to Box 9) 134 The Managers shall: 135 (i) establish an accounting system which meets the 136 requirements of the Owners and provide regular accounting 137 services, supply regular reports and records, 138 (ii) maintain the records of all costs and expenditure incurred 139 as well as data necessary or proper for the settlement of 140 accounts between the parties. 141 3.7 Provisions (only applicable if agreed according to Box 11) 148 The Managers shall arrange for the supply of provisions. 149 4. Managers’ Obligations 153 4.1 The Managers undertake to use their best endeavours to 154 provide the agreed Management Services as agents for and on 155 behalf of the Owners in accordance with sound ship management 156 practice and to protect and promote the interests of the Owners in 157 all matters relating to the provision of services hereunder. 158 Provided, however, that the Managers in the performance of their 159 management responsibilities under this Agreement shall be entitled 160 to have regard to their overall responsibility in relation to all vessels 161 as may from time to time be entrusted to their management and 162 in particular, but without prejudice to the generality of the foregoing, 163 the Managers shall be entitled to allocate available supplies, 164 manpower and services in such manner as in the prevailing 165 circumstances the Managers in their absolute discretion consider 166 to be fair and reasonable. 167 4.2 Where the Managers are providing Technical Management 168 in accordance with sub-clause 3.2, they shall procure that the 169 requirements of the law of the flag of the Vessel are satisfied and 170 they shall in particular be deemed to be the “Company” as defined 171 by the ISM Code, assuming the responsibility for the operation of 172 the Vessel and taking over the duties and responsibilities imposed 173 by the ISM Code when applicable. 174 5. Owners’ Obligations 175 5.1 The Owners shall pay all sums due to the Managers punctually 176 in accordance with the terms of this Agreement. 177 5.2 Where the Managers are providing Technical Management 178 in accordance with sub-clause 3.2, the Owners shall: 179 (i) procure that all officers and ratings supplied by them or on 180 their behalf comply with the requirements of STCW 95; 181 (ii) instruct such officers and ratings to obey all reasonable orders 182 of the Managers in connection with the operation of the 183 Managers’ safety management system. 184 6. Insurance Policies 193 The Owners shall procure that throughout the period of 195 this Agreement: 196 6.1 at the Owners’ expense, the Vessel is insured for not less 197 than her sound market value or entered for her full gross tonnage, 198 as the case may be for: 199 (i) usual hull and machinery marine risks (including crew 200 negligence) and excess liabilities; 201 (ii) protection and indemnity risks (including pollution risks and 202 Crew Insurances); and 203 (iii) war risks (including protection and indemnity and crew risks) 204 in accordance with the best practice of prudent owners of 205 vessels of a similar type to the Vessel, with first class insurance 206 companies, underwriters or associations (“the Owners’ 207 Insurances”); 208 6.2 all premiums and calls on the Owners’ Insurances are paid 209 promptly by their due date, 210 6.3 the Owners’ Insurances name the Managers and, subject 211 to underwriters’ agreement, any third party designated by the 212 Managers as a joint assured, with full cover, with the Owners 213 obtaining cover in respect of each of the insurances specified in 214 sub-clause 6.1: 215 (ii) if reasonably obtainable, on terms such that neither the 219 Managers nor any such third party shall be under any 220 liability in respect of premiums or calls arising in connection 221 with the Owners’ Insurances; or 222 Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left 224 blank then (i) applies. 225 6.4 written evidence is provided, to the reasonable satisfaction 226 of the Managers, of their compliance with their obligations under 227 Clause 6 within a reasonable time of the commencement of 228 the Agreement, and of each renewal date and, if specifically 229 requested, of each payment date of the Owners’ Insurances. 230 7. Income Collected and Expenses Paid on Behalf of Owners 231 7.1 All moneys collected by the Managers under the terms of 232 this Agreement (other than moneys payable by the Owners to 233 the Managers) and any interest thereon shall be held to the 234 credit of the Owners in a separate bank account. 235 7.2 All expenses incurred by the Managers under the terms 236 of this Agreement on behalf of the Owners (including expenses 237 as provided in Clause 8) may be debited against the Owners 238 in the account referred to under sub-clause 7.1 but shall in any 239 event remain payable by the Owners to the Managers on 240 demand. 241 8. Management Fee 242 8.1 The Owners shall pay to the Managers for their services 243 as Managers under this Agreement an annual management 244 fee as stated in Box 15 which shall be payable by equal 245 monthly instalments in advance, the first instalment being 246 payable on the commencement of this Agreement (see Clause 247 2 and Box 4) and subsequent instalments being payable every 248 month. 249 8.2 The management fee shall be subject to an annual review 250 on the anniversary date of the Agreement and the proposed 251 fee shall be presented in the annual budget referred to in sub- 252 clause 9.1. 253 8.3 The Managers shall, at no extra cost to the Owners, provide 254 their own office accommodation, office staff, facilities and 255 stationery. Without limiting the generality of Clause 7 the Owners 256 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.


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PART II “SHIPMAN 98” Standard Ship Management Agreement shall reimburse the Managers for postage and communication 257 expenses, travelling expenses, and other out of pocket 258 expenses properly incurred by the Managers in pursuance of 259 the Management Services. 260 8.4 In the event of the appointment of the Managers being 261 terminated by the Owners or the Managers in accordance with 262 the provisions of Clauses 17 and 18 other than by reason of 263 default by the Managers, or if the Vessel is lost, sold or otherwise 264 disposed of, the “management fee” payable to the Managers 265 according to the provisions of sub-clause 8.1, shall continue to 266 be payable for a further period of three calendar months as 267 from the termination date. In addition, provided that the 268 Managers provide Crew for the Vessel in accordance with sub- 269 clause 3.1: 270 (i) the Owners shall continue to pay Crew Support Costs during 271 the said further period of three calendar months and 272 (ii)the Owners shall pay an equitable proportion of any 273 Severance Costs which may materialize, not exceeding 274 the amount stated in Box 16. 275 8.5 If the Owners decide to lay-up the Vessel whilst this 276 Agreement remains in force and such lay-up lasts for more 277 than three months, an appropriate reduction of the management 278 fee for the period exceeding three months until one month 279 before the Vessel is again put into service shall be mutually 280 agreed between the parties. 281 8.6 Unless otherwise agreed in writing all discounts and 282 commissions obtained by the Managers in the course of the 283 management of the Vessel shall be credited to the Owners. 284 9. Budgets and Management of Funds 285 9.1 The Managers shall present to the Owners annually a 286 budget for the following calendar year in such form 287 as the Owners require. The budget for the first year hereof is set out 288 in Annex “C” hereto. 289 The Management Fee, while also included in the Hire Rate, shall not be adjusted on a cost-pass-through basis during the Non Pass-through Period but shall be adjusted in accordance with paragraph 2.2 (b) in Schedule III in the Time Charterparty between Owner and Charterer as amended in Amendment no. 3. Subsequent annual budgets shall be prepared by the Managers and submitted to the Owners not 290 less than three months before commencement of the budget. 291 9.2 The Owners shall indicate to the Managers their acceptance 293 and approval of the annual budget within one month of 294 presentation and in the absence of any such indication the 295 Managers shall be entitled to assume that the Owners have 296 accepted the proposed budget. 297 9.3 Following the agreement of the budget, the Managers shall 298 prepare and present to the Owners their estimate of the working 299 capital requirement of the Vessel and the Managers shall each 300 month up-date this estimate. Based thereon, the Managers shall 301 each month request the Owners in writing for the funds required 302 to run the Vessel for the ensuing month, including the payment 303 of any occasional or extraordinary item of expenditure, such as 304 emergency repair costs, additional insurance premiums, bunkers 305 or provisions. Such funds shall be received by the Managers 306 within ten running days after the receipt by the Owners of the 307 Managers’ written request and shall be held to the credit of the 308 Owners in a separate bank account. 309 9.4 The Managers shall produce a comparison between 310 budgeted and actual income and expenditure of the Vessel in 311 such form as required by the Owners monthly or at such other 312 intervals as mutually agreed. 313 9.5 Notwithstanding anything contained herein to the contrary, 314 the Managers shall in no circumstances be required to use or 315 commit their own funds to finance the provision of the 316 Management Services. 317 10. Managers’ Right to Sub-Contract 318 The Managers shall not have the right to sub-contract any of 319 their obligations hereunder, including those mentioned in sub- 320 clause 3.1, without the prior written consent of the Owners which 321 shall not be unreasonably withheld. In the event of such a sub- 322 contract the Managers shall remain fully liable for the due 323 performance of their obligations under this Agreement. 324 11. Responsibilities 325 11.1 Force Majeure - Neither the Owners nor the Managers 326 shall be under any liability for any failure to perform any of their 327 obligations hereunder by reason of any cause whatsoever of 328 any nature or kind beyond their reasonable control. 329 11.2 Liability to Owners - (i) Without prejudice to sub-clause 330 11.1, the Managers shall be under no liability whatsoever to the 331 Owners for any loss, damage, delay or expense of whatsoever 332 nature, whether direct or indirect, (including but not limited to 333 loss of profit arising out of or in connection with detention of or 334 delay to the Vessel) and howsoever arising in the course of 335 performance of the Management Services UNLESS same is 336 proved to have resulted solely from the negligence, gross 337 negligence or wilful default of the Managers or their employees, 338 or agents or sub-contractors employed by them in connection 339 with the Vessel, in which case (save where loss, damage, delay 340 or expense has resulted from the Managers’ personal act or 341 omission committed with the intent to cause same or recklessly 342 and with knowledge that such loss, damage, delay or expense 343 would probably result) the Managers’ liability for each incident 344 or series of incidents giving rise to a claim or claims shall never 345 exceed a total of ten times the annual management fee payable 346 hereunder. 347 (ii) Notwithstanding anything that may appear to the contrary in 348 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 negligent or wilful, except only to the extent that they are shown 351 to have resulted from a failure by the Managers to discharge 352 their obligations under sub-clause 3.1, in which case their liability 353 shall be limited in accordance with the terms of this Clause 11. 354 11.3 Indemnity - Except to the extent and solely for the amount 355 therein set out that the Managers would be liable under sub- 356 clause 11.2. the Owners hereby undertake to keep the Managers 357 and their employees, agents and sub-contractors indemnified 358 and to hold them harmless against all actions, proceedings, 359 claims, demands or liabilities whatsoever or howsoever arising 360 which may be brought against them or incurred or suffered by 361 them arising out of or in connection with the performance of the 362 Agreement, and against and in respect of all costs, losses, 363 damages and expenses (including legal costs and expenses on 364 a full indemnity basis) which the Managers may suffer or incur 365 (either directly or indirectly) in the course of the performance of 366 this Agreement. 367 11.4 “Himalaya” - It is hereby expressly agreed that no 368 employee or agent of the Managers (including every sub- 369 contractor from time to time employed by the Managers) shall in 370 any circumstances whatsoever be under any liability whatsoever 371 to the Owners for any loss, damage or delay of whatsoever kind 372 arising or resulting directly or indirectly from any act, neglect or 373 default on his part while acting in the course of or in connection 374 with his employment and, without prejudice to the generality of 375 the foregoing provisions in this Clause 11, every exemption, 376 limitation, condition and liberty herein contained and every right, 377 exemption from liability, defence and immunity of whatsoever 378 nature applicable to the Managers or to which the Managers are 379 entitled hereunder shall also be available and shall extend to 380 protect every such employee or agent of the Managers acting 381 as aforesaid and for the purpose of all the foregoing provisions 382 of this Clause 11 the Managers are or shall be deemed to be 383 acting as agent or trustee on behalf of and for the benefit of all 384 persons who are or might be their servants or agents from time 385 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.


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PART II “SHIPMAN 98” Standard Ship Management Agreement to time (including sub-contractors as aforesaid) and all such 386 persons shall to this extent be or be deemed to be parties to this 387 Agreement. 388 12. Documentation 389 Where the Managers are providing Technical Management in 390 accordance with sub-clause 3.2 and/or Crew Management in 391 accordance with sub-clause 3.1 they shall make available, 392 upon Owners’ request, all documentation and records related 393 to the Safety Management System (SMS) and/or the Crew 394 which the Owners need in order to demonstrate compliance 395 with the ISM Code and STCW 95 or to defend a claim against 396 a third party. 397 13. General Administration 398 13.1 The Managers shall handle and settle all claims arising 399 out of the Management Services hereunder and keep the Owners 400 informed regarding any incident of which the Managers become 401 aware which gives or may give rise to claims or disputes involving 402 third parties. 403 13.2 The Managers shall, as instructed by the Owners, bring 404 or defend actions, suits or proceedings in connection with matters 405 entrusted to the Managers according to this Agreement. 406 13.3 The Managers shall also have power to obtain legal or 407 technical or other outside expert advice in relation to the handling 408 and settlement of claims and disputes or all other matters 409 affecting the interests of the Owners in respect of the Vessel. 410 13.4 The Owners shall arrange for the provision of any 411 necessary guarantee bond or other security. 412 13.5 Any costs reasonably incurred by the Managers in 413 carrying out their obligations according to Clause 13 shall be 414 reimbursed by the Owners. 415 14. Auditing 416 The Managers shall at all times maintain and keep true and 417 correct accounts and shall make the same available for inspection 418 and auditing by the Owners at such times as may be mutually 419 agreed. On the termination, for whatever reasons, of this 420 Agreement, the Managers shall release to the Owners, if so 421 requested, the originals where possible, or otherwise certified 422 copies, of all such accounts and all documents specifically relating 423 to the Vessel and her operation. 424 15. Inspection of Vessel 425 The Owners shall have the right at any time after giving 426 reasonable notice to the Managers to inspect the Vessel for any 427 reason they consider necessary. 428 16. Compliance with Laws and Regulations 429 The Managers will not do or permit to be done anything which 430 might cause any breach or infringement of the laws and 431 regulations of the Vessel’s flag, or of the places where she trades. 432 17. Duration of the Agreement 433 This Agreement shall come into effect on the day and year stated 434 in Box 4 and shall continue until 435 to the other notice in writing, in which event the Agreement shall 437 terminate upon the expiration of a period of ninety (90) 438 days from the date upon which such notice was given. 439 18. Termination 440 18.1 Owners’ default 441 (i) The Managers shall be entitled to terminate the Agreement 442 with immediate effect by notice in writing if any moneys 443 payable by the Owners under this Agreement 444 shall not have been received in the Managers’ 446 nominated account within ten running days of receipt by 447 the Owners of the Managers written request or if the Vessel 448 is repossessed by the Mortgagees. 449 (ii)If the Owners: 450 (a) fail to meet their obligations under sub-clauses 5.2 451 and 5.3 of this Agreement for any reason within their 452 control, or 453 (b) proceed with the employment of or continue to employ 454 the Vessel in the carriage of contraband, blockade 455 running, or in an unlawful trade, or on a voyage which 456 in the reasonable opinion of the Managers is unduly 457 hazardous or improper, 458 the Managers may give notice of the default to the Owners 459 requiring them to remedy it as soon as practically possible. 460 In the event that the Owners fail to remedy it within a 461 reasonable time to the satisfaction of the Managers, the 462 Managers shall be entitled to terminate the Agreement 463 with immediate effect by notice in writing. 464 18.2Managers’ Default 465 If the Managers fail to meet their obligations under Clauses 3 466 and 4 of this Agreement for any reason within the control of the 467 Managers, the Owners may give notice to the Managers of the 468 default, requiring them to remedy it as soon as practically 469 possible. In the event that the Managers fail to remedy it within a 470 reasonable time to the satisfaction of the Owners, the Owners 471 shall be entitled to terminate the Agreement with immediate effect 472 by notice in writing. 473 18.3 Extraordinary Termination 474 This Agreement shall be deemed to be terminated in the case of 475 the sale of the Vessel or if the Vessel becomes a total loss or is 476 declared as a constructive or compromised or arranged total 477 loss or is requisitioned. 478 18.4For the purpose of sub-clause 18.3 hereof 479 (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 which the Owners cease to be registered as Owners of 482 the Vessel; 483 (ii) the Vessel shall not be deemed to be lost unless either 484 she has become an actual total loss or agreement has 485 been reached with her underwriters in respect of her 486 constructive, compromised or arranged total loss or if such 487 agreement with her underwriters is not reached it is 488 adjudged by a competent tribunal that a constructive loss 489 of the Vessel has occurred. 490 18.5 This Agreement shall terminate forthwith in the event of 491 an order being made or resolution passed for the winding up, 492 dissolution, liquidation or bankruptcy of either party (otherwise 493 than for the purpose of reconstruction or amalgamation) or if a 494 receiver is appointed, or if it suspends payment, ceases to carry 495 on business or makes any special arrangement or composition 496 with its creditors. 497 18.6 The termination of this Agreement shall be without 498 prejudice to all rights accrued due between the parties prior to 499 the date of termination. 500 19. Law and Arbitration 501 19.1 This Agreement shall be governed by and construed in 502 accordance with English law and any dispute arising out of or 503 in connection with this Agreement shall be referred to arbitration 504 in London in accordance with the Arbitration Act 1996 or 505 any statutory modification or re-enactment thereof save to 506 the extent necessary to give effect to the provisions of this 507 Clause. 508 The arbitration shall be conducted in accordance with the 509 London Maritime Arbitrators Association (LMAA) Terms 510 current at the time when the arbitration proceedings are 511 commenced. 512 The reference shall be to three arbitrators. A party wishing 513 to refer a dispute to arbitration shall appoint its arbitrator 514 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.


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PART II “SHIPMAN 98” Standard Ship Management Agreement 3.5 Accounting Services 133 (only applicable if agreed according to Box 9) 134 The Managers shall: 135 (i) establish an accounting system which meets the 136 requirements of the Owners and provide regular accounting 137 services, supply regular reports and records, 138 (ii) maintain the records of all costs and expenditure incurred 139 as well as data necessary or proper for the settlement of 140 accounts between the parties. 141 3.7 Provisions (only applicable if agreed according to Box 11) 148 The Managers shall arrange for the supply of provisions. 149 4. Managers’ Obligations 153 4.1 The Managers undertake to use their best endeavours to 154 provide the agreed Management Services as agents for and on 155 behalf of the Owners in accordance with sound ship management 156 practice and to protect and promote the interests of the Owners in 157 all matters relating to the provision of services hereunder. 158 Provided, however, that the Managers in the performance of their 159 management responsibilities under this Agreement shall be entitled 160 to have regard to their overall responsibility in relation to all vessels 161 as may from time to time be entrusted to their management and 162 in particular, but without prejudice to the generality of the foregoing, 163 the Managers shall be entitled to allocate available supplies, 164 manpower and services in such manner as in the prevailing 165 circumstances the Managers in their absolute discretion consider 166 to be fair and reasonable. 167 4.2 Where the Managers are providing Technical Management 168 in accordance with sub-clause 3.2, they shall procure that the 169 requirements of the law of the flag of the Vessel are satisfied and 170 they shall in particular be deemed to be the “Company” as defined 171 by the ISM Code, assuming the responsibility for the operation of 172 the Vessel and taking over the duties and responsibilities imposed 173 by the ISM Code when applicable. 174 5. Owners’ Obligations 175 5.1 The Owners shall pay all sums due to the Managers punctually 176 in accordance with the terms of this Agreement. 177 5.2 Where the Managers are providing Technical Management 178 in accordance with sub-clause 3.2, the Owners shall: 179 (i) procure that all officers and ratings supplied by them or on 180 their behalf comply with the requirements of STCW 95; 181 (ii) instruct such officers and ratings to obey all reasonable orders 182 of the Managers in connection with the operation of the 183 Managers’ safety management system. 184 6. Insurance Policies 193 The Owners shall procure that throughout the period of 195 this Agreement: 196 6.1 at the Owners’ expense, the Vessel is insured for not less 197 than her sound market value or entered for her full gross tonnage, 198 as the case may be for: 199 (i) usual hull and machinery marine risks (including crew 200 negligence) and excess liabilities; 201 (ii) protection and indemnity risks (including pollution risks and 202 Crew Insurances); and 203 (iii) war risks (including protection and indemnity and crew risks) 204 in accordance with the best practice of prudent owners of 205 vessels of a similar type to the Vessel, with first class insurance 206 companies, underwriters or associations (“the Owners’ 207 Insurances”); 208 6.2 all premiums and calls on the Owners’ Insurances are paid 209 promptly by their due date, 210 6.3 the Owners’ Insurances name the Managers and, subject 211 to underwriters’ agreement, any third party designated by the 212 Managers as a joint assured, with full cover, with the Owners 213 obtaining cover in respect of each of the insurances specified in 214 sub-clause 6.1: 215 (ii) if reasonably obtainable, on terms such that neither the 219 Managers nor any such third party shall be under any 220 liability in respect of premiums or calls arising in connection 221 with the Owners’ Insurances; or 222 Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left 224 blank then (i) applies. 225 6.4 written evidence is provided, to the reasonable satisfaction 226 of the Managers, of their compliance with their obligations under 227 Clause 6 within a reasonable time of the commencement of 228 the Agreement, and of each renewal date and, if specifically 229 requested, of each payment date of the Owners’ Insurances. 230 7. Income Collected and Expenses Paid on Behalf of Owners 231 7.1 All moneys collected by the Managers under the terms of 232 this Agreement (other than moneys payable by the Owners to 233 the Managers) and any interest thereon shall be held to the 234 credit of the Owners in a separate bank account. 235 7.2 All expenses incurred by the Managers under the terms 236 of this Agreement on behalf of the Owners (including expenses 237 as provided in Clause 8) may be debited against the Owners 238 in the account referred to under sub-clause 7.1 but shall in any 239 event remain payable by the Owners to the Managers on 240 demand. 241 8. Management Fee 242 8.1 The Owners shall pay to the Managers for their services 243 as Managers under this Agreement an annual management 244 fee as stated in Box 15 which shall be payable by equal 245 monthly instalments in advance, the first instalment being 246 payable on the commencement of this Agreement (see Clause 247 2 and Box 4) and subsequent instalments being payable every 248 month. 249 8.2 The management fee shall be subject to an annual review 250 on the anniversary date of the Agreement and the proposed 251 fee shall be presented in the annual budget referred to in sub- 252 clause 9.1. 253 8.3 The Managers shall, at no extra cost to the Owners, provide 254 their own office accommodation, office staff, facilities and 255 stationery. Without limiting the generality of Clause 7 the Owners 256 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.

Exhibit 10.11

 

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1. Date of Agreement 23 April 2014 2. Owners (name, place of registered office and law of registry) (CI.1) Name SRV Joint Gas Two Ltd Place of registered office Clifton House 75 Fort Street Grand Cayman Cayman Islands Law of registry Cayman Islands 4. Day and year of commencement of Agreement (Cl. 2) Upon delivery of the vessel from Samsung Heavy Industries Co. Ltd. 5. Crew Management (state “yes” or “no” as agreed) (Cl. 3.1) YES 7. Commercial Management (state “yes” or “no” as agreed) (Cl. 3.3) NO 9. Accounting Services (state “yes” or “no” as agreed) (Cl. 3.5) YES 11. Provisions (state “yes” or “no” as agreed) (Cl. 3.7) YES 13. Chartering Services Period (only to be filled in if “yes” stated in Box 7) (Cl. 3.3(i)) NO 15. Annual Management Fee (state annual amount) (Cl. 8.1) USD 650 000 (2013) + annual adjustments according to Amendment 3 to the Timecharter Party dated 20 March 2007 between SRV Joint Gas Two Ltd. and GDF SUEZ LNG Supply SA 17. Day and year of termination of Agreement (Cl. 17) As per Clause 17 19. Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Owners) (Cl. 20) SRV Joint Gas Two Ltd C/O Hoegh LNG AS Drammensveien 134 PO Box 4, Skoyen 0212 Oslo Norway Tel: +47 97 55 74 00 Fax: +47 97 55 74 01 THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT CODE NAME: “SHIPMAN 98” Part I 3. Managers (name, place of registered office and law of registry) (Cl. 1) Name Hoegh LNG Fleet Management AS Place of registered office Drammensveien 134 0277 Oslo Norway Law of registry Norway 6. Technical Management (state “yes” or “no” as agreed) (Cl. 3.2) YES 8. Insurance Arrangements (state “yes” or “no” as agreed) (Cl. 3.4) NO 10. Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6) NO 12. Bunkering (state “yes” or “no” as agreed) (Cl. 3.8) NO 14. Owners’ Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3) 6.3 (ii) 16. Severance Costs (state maximum amount) (Cl. 8.4(ii)) N.A. 18. Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19) LondonEnglish Law as per cl 19.1. 20. Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Managers) (Cl. 20) Hoegh LNG Fleet Management AS Drammensveien 134 P.O.Box 4 Skoyen 0212 Oslo Norway Tel: +47 97 55 74 00 Fax: +47 97 55 74 01 Approved by the Documentary Committee of The Printed by BlMCO’s idea Japan Shipping Exchange Inc., Tokyo Approved by the International Ship Managers’ Association (ISMA) 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.


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It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I 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 PARTI and Annexes “A”, “B”, “D” and “D” shall prevail over those of PART II to the extent of such conflict but no further.. Signature(s) (Owners) Signature(s) (Managers) SRV Joint Gas Two Ltd. Hoegh LNG Fleet Management AS Rune Karlsen PalGunnulfsen by Power of Attorney Senior Vice President, Head of Fleet management SRV Joing Gas Two Ltd. Hoegh LNG Fleet Management as 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.


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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: April 2014 Name of Vessel(s): GDF SUEZ Cape Ann Particulars of Vessel(s): Vessel Type: Shuttle and Regasification Vessel (SRV)/Liquified Natural Gas Tanker Cargo Capacity: 145,037.4 cbm LOA: 283.06 m Breadth Moulded: 43.4 m Design Draft: 11.4 m Gross Tonnage: 96153 ton Summer Deadweight: 80986 mt Classification Society: DNV Cargo Containment: Mark III reinforced membrane tanks Engine: Wartsila Industries Diesel Generator Engine (12L50DF*3 + 6L50DF * 1) IMO Number: 9390680 Printed by BIMCO’s idea 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.


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ANNEX “B” (DETAILS OF CREW) TO THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98” Date of Agreement: April 2014 Details of Crew: The Vessel will be crewed by a complement of 27 qualified crew under nomal trading conditions. The number of officers may vary from time to time but the basis is 13 officers of mixed nationalities. Numbers Rank Nationality 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.


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ANNEX “C” (BUDGET) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”

Date of Agreement:

April 2014

Managers’ Budget for the first year with effect from the Commencement Date of this Agreement:

As attached

Printed by BIMCO’s idea

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.


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ppThis 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.


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PART II “SHIPMAN 98” Standard Ship Management Agreement

1.Definitions 1 In this Agreement save where the context otherwise requires, 2

the following words and expressions shall have the meanings 3 hereby assigned to them. 4

“Owners” means the party identified in Box 2. 5 “Managers” means the party identified in Box 3. 6

“Vessel” means the vessel or vessels details of which are set 7

out in Annex “A” attached hereto. 8

“Crew” means the Master and the officers as provided by the 9

Manager to the Vessel at any time and ratings of the numbers, rank and nationality as per the Manager’s at any time current 10

crewing procedures and manuals,

“Crew Support Costs” means all expenses of a general nature 11

which are not particularly referable to any individual vessel for 12

the time being managed by the Managers and which are incurred 13

by the Managers for the purpose of providing an efficient and 14

economic management service and, without prejudice to the 15

generality of the foregoing, shall include the cost of crew standby 16

pay, training schemes for officers and ratings, cadet training 17

schemes, sick pay, study pay, recruitment and interviews. 18

“Severance Costs” means the costs which the employers are 19

legally obliged to pay to or in respect of the Crew as a result of 20

the early termination of any employment contract for service on 21

the Vessel. 22

“Crew Insurances” means insurances against crew risks which 23

shall include but not be limited to death, sickness, repatriation, 24

injury, shipwreck unemployment indemnity and loss of personal 25

effects.26

“Management Services” means the services specified in sub- 27

clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12. 28

“ISM Code” means the International Management Code for the 29

Safe Operation of Ships and for Pollution Prevention as adopted 30

by the International Maritime Organization (IMO) by resolution 31

A.741 (18) or any subsequent amendment thereto. 32

“STCW 95” means the International Convention on Standards 33

of Training, Certification and Watchkeeping for Seafarers, 1978, 34

as amended in 1995 or any subsequent amendment thereto. 35

2. Appointment of Managers 36

With effect from the day and year stated in Box 4 and continuing 37

unless and until terminated as provided herein, the Owners 38

hereby appoint the Managers and the Managers hereby agree 39

to act as the Managers of the Vessel. 40

3. Basis of Agreement 41

Subject to the terms and conditions herein provided, during the 42

period of this Agreement, the Managers shall carry out 43

Management Services in respect of the Vessel as agents for 44

and on behalf of the Owners. The Managers shall have authority 45

to take such actions as they may from time to time in their absolute 46

discretion consider to be necessary to enable them to perform 47

this Agreement in accordance with sound ship management 48

practice. 49

3.1 Crew Management 50

(only applicable if agreed according to Box 5) 51

The Managers shall provide suitably qualified Crew for the Vessel 52

as required by the Owners in accordance with the STCW 95 53

requirements, provision of which includes but is not limited to 54

the following functions: 55

(i) selecting and engaging the Vessel’s Crew, including payroll 56

arrangements, pension administration, and insurances for 57

the Crew other than those mentioned in Clause 6; 58

(ii) ensuring that the applicable requirements of the law of the 59

flag of the Vessel are satisfied in respect of manning levels,60

rank, qualification and certification of the Crew and 61

employment regulations including Crew’s tax, social 62

insurance, discipline and other requirements; 63

(iii) ensuring that all members of the Crew have passed a medical 64

examination with a qualified doctor certifying that they are fit 65

for the duties for which they are engaged and are in possession 66

of valid medical certificates issued in accordance with 67

appropriate flag State requirements. In the absence of 68

(iv) applicable flag State requirements the medical certificate shall 69

be dated not more than three months prior to the respective70

Crew members leaving their country of domicile and 71

maintained for the duration of their service on board the Vessel; 72

(v) ensuring that the Crew shall have a command of the English 73

language of a sufficient standard to enable them to perform 74 their duties safely; 75

(vi) arranging transportation of the Crew, including repatriation; 76

(vii) training of the Crew and supervising their efficiency; 77

(viii) conducting union negotiations; 78

(ix) operating the Managers’ drug and alcohol policy unless 79

otherwise agreed. 80

3.2 Technical Management 81

(only applicable if agreed according to Box 6) 82

The Managers shall provide technical management which 83

includes, but is not limited to, the following functions: 84

(i)

 

provision of competent personnel to supervise the 85

maintenance

 

and general efficiency of the Vessel; 86

(ii)

 

arrangement and supervision of dry dockings, repairs, 87

alterations and the upkeep of the Vessel to the standards 88

required by the Owners provided that the Managers shall 89

be entitled to incur the necessary expenditure to ensure 90

that the Vessel will comply with the law of the flag of the 91

Vessel and of the places where she trades, and all 92

requirements and recommendations of the classification 93

society; 94

(iii) arrangement of the supply of necessary stores, spares and 95

lubricating oil; 96

(iv) appointment of surveyors and technical consultants as the 97

Managers may consider from time to time to be necessary; 98

(v) development, implementation and maintenance of a Safety 99

Management System (SMS) in accordance with the ISM 100

Code (see sub-clauses 4,2 and 5.3). 101 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.


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PART II “SHIPMAN 98” Standard Ship Management Agreement 3.5 Accounting Services (only applicable if agreed according to Box 9 ) The Managers shall: (i) establish an accounting system which meets the requirements of the Owners and provide regular accounting services, supply regular reports and records, (ii) maintain the records of all costs and expenditure incurred as well as data necessary or proper for the settlement of accounts between the parties. 3. 7 Provisions (only applicable if agreed according to Box 11) The Managers shall arrange for the supply of provisions. 4. Managers’ Obligations 4.1 The Managers undertake to use their best endeavours to provide the agreed Management Services as agents for and on behalf of the Owners in accordance with sound ship management practice and to protect and promote the interests of the Owners in all matters relating to the provision of services hereunder. Provided, however, that the Managers in the performance of their management responsibilities under this Agreement shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonable. 4.2 Where the Managers are providing Technical Management in accordance with sub-clause 3.2, they shall procure that the requirements of the law of the flag of the Vessel are satisfied and they shall in particular be deemed to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable. 5. Owners’ Obligations 5.1 The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this Agreement. 5.2 Where the Managers are providing Technical Management in accordance with sub-clause 3.2, the Owners shall: (i) procure that all officers and ratings supplied by them or on their behalf comply with the requirements of STCW 95; (ii) instruct such officers and ratings to obey all reasonable orders of the Managers in connection with the operation of the Managers’ safety management system. 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191

6. Insurance Policies The Owners shall procure, that throughout the period of this Agreement: 6.1 at the Owners’ expense, the Vessel is insured for not less than her sound market value or entered for her full gross tonnage, as the case may be for: (i) usual hull and machinery marine risks (including crew negligence) and excess liabilities; (ii) protection and indemnity risks (including pollution risks and Crew Insurances); and (iii) war risks (including protection and indemnity and crew risks) in accordance with the best practice of prudent owners of vessels of a similar type to the Vessel, with first class insurance companies, underwriters or associations (“the Owners’ Insurances”); 6.2 all premiums and calls on the Owners’ Insurances are paid promptly by their due date, 6.3 the Owners’ Insurances name the Managers and, subject to underwriters’ agreement, any third party designated by the Managers as a joint assured, with full cover, with the Owners obtaining cover in respect of each of the insurances specified in sub-clause 6.1: (ii) if reasonably obtainable, on terms such that neither the Managers nor any such third party shall be under any liability in respect of premiums or calls arising in connection with the Owners’ Insurances; or Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left blank then (i) applies. 6.4 written evidence is provided, to the reasonable satisfaction of the Managers, of their compliance with their obligations under Clause 6 within a reasonable time of the commencement of the Agreement, and of each renewal date and, if specifically requested, of each payment date of the Owners’ Insurances. 7. Income Collected and Expenses Paid on Behalf of Owners 7.1 All moneys collected by the Managers under the terms of this Agreement (other than moneys payable by the Owners to the Managers) and any interest thereon shall be held to the credit of the Owners in a separate bank account. 7.2 All expenses incurred by the Managers under the terms of this Agreement on behalf of the Owners (including expenses as provided in Clause 8) may be debited against the Owners in the account referred to under sub-clause 7.1. but shall in any event remain payable by the Owners to the Managers on demand. 8. Management Fee 8.1 The Owners shall pay to the Managers for their services as Managers under this Agreement an annual management fee as stated in Box 15 which shall be payable by equal monthly instalments in advance, the first instalment being payable on the commencement of this Agreement (see Clause 2 and Box 4) and subsequent instalments being payable every month. 8.2 The management fee shall be subject to an annual review on the anniversary date of the Agreement and the proposed fee shall be presented in the annual budget referred to in sub clause 9.1. 8.3 The Managers shall, at no extra cost to the Owners, provide their own office accommodation, office staff, facilities and stationery. Without limiting the generality of Clause 7 the Owners 256 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 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.


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PART II “SHIPMAN 98” Standard Ship Management Agreement shall reimburse the Managers for postage and communication 257 expenses, travelling expenses, and other out of pocket 258 expenses properly incurred by the Managers in pursuance of 259 the Management Services. 260 8.4 In the event of the appointment of the Managers being 261 terminated by the Owners or the Managers in accordance with 262 the provisions of Clauses 17 and 18 other than by reason of 263 default by the Managers, or if the Vessel is lost, sold or otherwise 264 disposed of, the “management fee” payable to the Managers 265 according to the provisions of sub-clause 8.1, shall continue to 266 be payable for a further period of three calendar months as 267 from the termination date. In addition, provided that the 268 Managers provide Crew for the Vessel in accordance with sub- 269 clause 3.1: 270 (i) the Owners shall continue to pay Crew Support Costs during 271 the said further period of three calendar months and 272 (ii) the Owners shall pay an equitable proportion of any 273 Severance Costs which may materialize, not exceeding 274 the amount stated in Box 16. 275 8.5 If the Owners decide to lay-up the Vessel whilst this 276 Agreement remains in force and such lay-up lasts for more 277 than three months, an appropriate reduction of the management 278 fee for the period exceeding three months until one month 279 before the Vessel is again put into service shall be mutually 280 agreed between the parties. 281 8.6 Unless otherwise agreed in writing all discounts and 282 commissions obtained by the Managers in the course of the 283 management of the Vessel shall be credited to the Owners. 284 9. Budgets and Management of Funds 285 9.1 The Managers shall present to the Owners annually a 286 budget for the following calendar year in such form 287 as the Owners require. The budget for the first year hereof is set out 288 in Annex “C” hereto. 289 The Management Fee, while also included in the Hire Rate, shall not be adjusted on a cost-pass-through basis during the Non Pass-through Period but shall be adjusted in accordance with paragraph 2.2 (b) in Schedule III in the Time Charterparty between Owner and Charterer as amended in Amendment no. 3. Subsequent annual budgets shall be prepared by the Managers and submitted to the Owners not 290 less than three months before commencement of the budget year 291 9.2 The Owners shall indicate to the Managers their acceptance 293 and approval of the annual budget within one month of 294 presentation and in the absence of any such indication the 295 Managers shall be entitled to assume that the Owners have 296 accepted the proposed budget. 297 9.3 Following the agreement of the budget, the Managers shall 298 prepare and present to the Owners their estimate of the working 299 capital requirement of the Vessel and the Managers shall each 300 month up-date this estimate. Based thereon, the Managers shall 301 each month request the Owners in writing for the funds required 302 to run the Vessel for the ensuing month, including the payment 303 of any occasional or extraordinary item of expenditure, such as 304 emergency repair costs, additional insurance premiums, bunkers 305 or provisions. Such funds shall be received by the Managers 306 within ten running days after the receipt by the Owners of the 307 Managers’ written request and shall be held to the credit of the 308 Owners in a separate bank account. 309 9.4 The Managers shall produce a comparison between 310 budgeted and actual income and expenditure of the Vessel in 311 such form as required by the Owners monthly or at such other 312 intervals as mutually agreed. 313 9.5 Notwithstanding anything contained herein to the contrary, 314 the Managers shall in no circumstances be required to use or 315 commit their own funds to finance the provision of the 316 Management Services. 317 10. Managers’ Right to Sub-Contract 318 The Managers shall not have the right to sub-contract any of 319 their obligations hereunder, including those mentioned in sub- 320 clause 3.1, without the prior written consent of the Owners which 321 shall not be unreasonably withheld. In the event of such a sub- 322 contract the Managers shall remain fully liable for the due 323 performance of their obligations under this Agreement. 324 11. Responsibilities 325 11.1 Force Majeure - Neither the Owners nor the Managers 326 shall be under any liability for any failure to perform any of their 327 obligations hereunder by reason of any cause whatsoever of 328 any nature or kind beyond their reasonable control. 329 11.2 Liability to Owners - (i) Without prejudice to sub-clause 330 11.1, the Managers shall be under no liability whatsoever to the 331 Owners for any loss, damage, delay or expense of whatsoever 332 nature, whether direct or indirect, (including but not limited to 333 loss of profit arising out of or in connection with detention of or 334 delay to the Vessel) and howsoever arising in the course of 335 performance of the Management Services UNLESS same is 336 proved to have resulted solely from the negligence, gross 337 negligence or wilful default of the Managers or their employees, 338 or agents or sub-contractors employed by them in connection 339 with the Vessel, in which case (save where loss, damage, delay 340 or expense has resulted from the Managers’ personal act or 341 omission committed with the intent to cause same or recklessly 342 and with knowledge that such loss, damage, delay or expense 343 would probably result) the Managers’ liability for each incident 344 or series of incidents giving rise to a claim or claims shall never 345 exceed a total of ten times the annual management fee payable 346 hereunder. 347 (ii) Notwithstanding anything that may appear to the contrary in 348 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 negligent or wilful, except only to the extent that they are shown 351 to have resulted from a failure by the Managers to discharge 352 their obligations under sub-clause 3.1, in which case their liability 353 shall be limited in accordance with the terms of this Clause 11. 354 11.3 Indemnity - Except to the extent and solely for the amount 355 therein set out that the Managers would be liable under sub- 356 clause 11.2, the Owners hereby undertake to keep the Managers 357 and their employees, agents and sub-contractors indemnified 358 and to hold them harmless against all actions, proceedings, 359 claims, demands or liabilities whatsoever or howsoever arising 360 which may be brought against them or incurred or suffered by 361 them arising out of or in connection with the performance of the 362 Agreement, and against and in respect of all costs, losses, 363 damages and expenses (including legal costs and expenses on 364 a full indemnity basis) which the Managers may suffer or incur 365 (either directly or indirectly) in the course of the performance of 366 this Agreement. 367 11.4 “Himalaya” - It is hereby expressly agreed that no 368 employee or agent of the Managers (including every sub- 369 contractor from time to time employed by the Managers) shall in 370 any circumstances whatsoever be under any liability whatsoever 371 to the Owners for any loss, damage or delay of whatsoever kind 372 arising or resulting directly or indirectly from any act, neglect or 373 default on his part while acting in the course of or in connection 374 with his employment and, without prejudice to the generality of 375 the foregoing provisions in this Clause 11, every exemption, 376 limitation, condition and liberty herein contained and every right, 377 exemption from liability, defence and immunity of whatsoever 378 nature applicable to the Managers or to which the Managers are 379 entitled hereunder shall also be available and shall extend to 380 protect every such employee or agent of the Managers acting 381 as aforesaid and for the purpose of all the foregoing provisions 382 of this Clause 11 the Managers are or shall be deemed to be 383 acting as agent or trustee on behalf of and for the benefit of all 384 persons who are or might be their servants or agents from time 385 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.


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PART II “SHIPMAN 98” Standard Ship Management Agreement to time (including sub-contractors as aforesaid) and all such 386 persons shall to this extent be or be deemed to be parties to this 387 Agreement. 388 12. Documentation 389 Where the Managers are providing Technical Management in 390 accordance with sub-clause 3,2 and/or Crew Management in 391 accordance with sub-clause 3J, they shall make available, 392 upon Owners’ request, all documentation and records related 393 to the Safety Management System (SMS) and/or the Crew 394 which the Owners need in order to demonstrate compliance 395 with the ISM Code and STCW 95 or to defend a claim against 396 a third party. 397 13. General Administration 398 13.1 The Managers shall handle and settle all claims arising 399 out of the Management Services hereunder and keep the Owners 400 informed regarding any incident of which the Managers become 401 aware which gives or may give rise to claims or disputes involving 402 third parties. 403 13.2 The Managers shall, as instructed by the Owners, bring 404 or defend actions, suits or proceedings in connection with matters 405 entrusted to the Managers according to this Agreement. 406 13.3 The Managers shall also have power to obtain legal or 407 technical or other outside expert advice in relation to the handling 408 and settlement of claims and disputes or all other matters 409 affecting the interests of the Owners in respect of the Vessel. 410 13.4 The Owners shall arrange for the provision of any 411 necessary guarantee bond or other security. 412 13.5 Any costs reasonably incurred by the Managers in 413 carrying out their obligations according to Clause 13 shall be 414 reimbursed by the Owners. 415 14. Auditing 416 The Managers shall at all times maintain and keep true and 417 correct accounts and shall make the same available for inspection 418 and auditing by the Owners at such times as may be mutually 419 agreed. On the termination, for whatever reasons, of this 420 Agreement, the Managers shall release to the Owners, if so 421 requested, the originals where possible, or otherwise certified 422 copies, of all such accounts and all documents specifically relating 423 to the Vessel and her operation. 424 15. Inspection of Vessel 425 The Owners shall have the right at any time after giving 426 reasonable notice to the Managers to inspect the Vessel for any 427 reason they consider necessary. 428 16. Compliance with Laws and Regulations 429 The Managers will not do or permit to be done anything which 430 might cause any breach or infringement of the laws and 431 regulations of the Vessel’s flag, or of the places where she trades. 432 17. Duration of the Agreement 433 This Agreement shall come into effect on the day and year stated 434 in Box 4 and shall continue until the date stated in-Box-47-. 435 to the other notice in writing, in which event the Agreement shall 437 terminate upon the expiration of a period of two menths-ninety (90) 438 days from the date upon which such notice was given. 439 18. Termination 440 18.1 Owners’ default 441 (i) The Managers shall be entitled to terminate the Agreement 442 with immediate effect by notice in writing if any moneys 443 payable by the Owners under this Agreement and/or the 444 in Annex “BVshall not have been received in the Managers’ 446 nominated account within ten running days of receipt by 447 the Owners of the Managers written request or if the Vessel 448 is repossessed by the Mortgagees. 449 (ii)If the Owners: 450 (a) fail to meet their obligations under sub-clauses 5^2 451 and 5jS of this Agreement for any reason within their 452 control, or 453 (b) proceed with the employment of or continue to employ 454 the Vessel in the carriage of contraband, blockade 455 running, or in an unlawful trade, or on a voyage which 456 in the reasonable opinion of the Managers is unduly 457 hazardous or improper, 458 the Managers may give notice of the default to the Owners 459 requiring them to remedy it as soon as practically possible. 460 In the event that the Owners fail to remedy it within a 461 reasonable time to the satisfaction of the Managers, the 462 Managers shall be entitled to terminate the Agreement 463 with immediate effect by notice in writing. 464 ■\8.2Managers’ Default 465 If the Managers fail to meet their obligations under Clauses 3 466 and 4 of this Agreement for any reason within the control of the 467 Managers, the Owners may give notice to the Managers of the 468 default, requiring them to remedy it as soon as practically 469 possible. In the event that the Managers fail to remedy it within a 470 reasonable time to the satisfaction of the Owners, the Owners 471 shall be entitled to terminate the Agreement with immediate effect 472 by notice in writing. 473 18.3 Extraordinary Termination 474 This Agreement shall be deemed to be terminated in the case of 475 the sale of the Vessel or if the Vessel becomes a total loss or is 476 declared as a constructive or compromised or arranged total 477 loss or is requisitioned. 478 18.4For the purpose of sub-clause 18.3 hereof 479 (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 which the Owners cease to be registered as Owners of 482 the Vessel; 483 (ii) the Vessel shall not be deemed to be lost unless either 484 she has become an actual total loss or agreement has 485 been reached with her underwriters in respect of her 486 constructive, compromised or arranged total loss or if such 487 agreement with her underwriters is not reached it is 488 adjudged by a competent tribunal that a constructive loss 489 of the Vessel has occurred. 490 18.5 This Agreement shall terminate forthwith in the event of 491 an order being made or resolution passed for the winding up, 492 dissolution, liquidation or bankruptcy of either party (otherwise 493 than for the purpose of reconstruction or amalgamation) or if a 494 receiver is appointed, or if it suspends payment, ceases to carry 495 on business or makes any special arrangement or composition 496 with its creditors. 497 18.6 The termination of this Agreement shall be without 498 prejudice to all rights accrued due between the parties prior to 499 the date of termination. 500 19. Law and Arbitration 501 19.1 This Agreement shall be governed by and construed in 502 accordance with English law and any dispute arising out of or 503 in connection with this Agreement shall be referred to arbitration 504 in London in accordance with the Arbitration Act 1996 or 505 any statutory modification or re-enactment thereof save to 506 the extent necessary to give effect to the provisions of this 507 Clause. 508 The arbitration shall be conducted in accordance with the 509 London Maritime Arbitrators Association (LMAA) Terms 510 current at the time when the arbitration proceedings are 511 commenced. 512 The reference shall be to three arbitrators. A party wishing 513 to refer a dispute to arbitration shall appoint its arbitrator 514 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.


LOGO

 

PART II “SHIPMAN 98” Standard Ship Management Agreement and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. In cases where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 520 521 Note: 19.1, 19.2 and 19.3 are alternatives; indicate 522 alternative agreed in Box 18. 523 20. Notices 524 20.1 Any notice to be given by either party to the other 525 party shall be in writing and may be sent by fax, telex, 526 registered or recorded mail or by personal service followed by a 527 copy by e-mail. 528 20.2 The address of the Parties for service of such 529 communication shall be as stated in Boxes 19 and 20, 530 respectively. 533 531 21.BIMCO MLC Clause for SHIPMAN 98 532 For the purposes of this Clause: “MLC” means the International Labour Organisation (ILO) Maritime 537 Labour Convention (MLC 2006) and any amendment thereto or 538 substitution thereof. 539 540 “Shipowner” shall mean the party named as “shipowner” on the 541 Maritime Labour Certificate for the Vessel. 542 (a) Subject to Clause 3 (Basis of Agreement), the Managers shall, to 543 the extent of their Management Services, assume the Shipowner’s 544 duties and responsibilities imposed by the MLC for the Vessel, on 545 behalf of the Shipowner. 546 547 (b) The Owners shall ensure compliance with the MLC in respect of 548 any crew members supplied by them or on their behalf. 549 (c) The Owners shall procure, whether by instructing the Managers 550 under Clause 6 (Insurance Policies) or otherwise, insurance cover or 551 financial security to satisfy the Shipowner’s financial security 552 obligations under the MLC. 553 554 555 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. 515 516 517 518 519 534 535 536

EXHIBIT 10.16.1

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).

AMENDMENT NO. 3

Dated 23 April 2014

to

SRV LNG CARRIER

TIME CHARTERPARTY

(HULL 1688 / GDF SUEZ NEPTUNE )

between

SRV JOINT GAS LTD

and

GDF SUEZ LNG SUPPLY SA

(ex GDF SUEZ GLOBAL LNG SUPPLY SA)

dated 20 March 2007

 

1


This amendment (the “ Amendment No. 3 ”) to the Charter (as defined in Recital A below) is made on this 23 of April 2014, and forms an integral part of the Charter.

BY AND BETWEEN:

 

(i) SRV Joint Gas Ltd , a corporation organized and existing under the laws of Cayman Island (the “ Owner ”); and

 

(ii) GDF Suez LNG Supply SA (ex GDF Suez Global LNG Supply SA), a corporation organized and existing under the laws of Luxembourg (the “ Charterer ”);

(each a “ Party ” and together the “ Parties ”).

WHEREAS

 

(A) The Owner and the Charterer have entered into an SRV LNG Carrier Time Charterparty dated 20 March 2007, as novated and/or amended from time to time, (the “ Charter ”), whereby the Owner has agreed to let and the Charterer has agreed to hire the use and service of a Shuttle and Regasification Vessel m.v. “GDF SUEZ NEPTUNE” built by Samsung Heavy Industries Co. Ltd. (previously Hull no. 1688) (the “ Vessel ”);

 

(B) The Parties have agreed to amend the methodology of the yearly adjustment of that portion of the Variable Element which relates to management (the “ Management Fee ”).

All capitalized and upper case terms used herein shall have the same meaning ascribed to them in the Charter, except as otherwise provided in this Amendment No. 3. In addition:

Höegh LNG Fleet ” means the fleet of LNG carriers and FSRUs managed from time to time by Höegh LNG Fleet Services AS or its successor as management company within the Höegh LNG group of companies.

Non Pass-through Period ” means that period during which the Management Fee is not comprised within the Variable Element on a cost pass-through basis by operation of this Amendment No. 3.

 

2


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).

NOW THEREFORE in consideration of the premises and the mutual covenants herein contained (and for other good and valuable consideration the receipt and sufficiency of which the Parties hereby acknowledge), the Parties have agreed as follows:

 

  (a) Paragraph 1.2(a) of Schedule III to the Charter shall be amended as follows during the Non Pass-through Period:

“Comprising ***** United States Dollars (US$*****) per day, the Variable Element is subject to annual adjustment, up or down, to reflect changes in such operating costs in accordance with paragraph 2 of this Schedule III. The operating costs, subject to annual approval by Charterer, shall be included in the Hire Rate on a cost-pass-through basis including general maintenance work (but excluding regular drydocking and excluding also the extra cost associated with the US crew requirement). The Management Fee (as defined in paragraph 2.2 (b)), while also included in the Hire Rate, shall not be adjusted on a cost-pass-through basis during the Non Pass-through Period but shall be adjusted in accordance with paragraph 2.2 (b). Regular drydocking and the extra cost associated with the US crew requirement, whilst also paid by Charterer on a pass-through basis, shall not be included in the Hire Rate but shall be reimbursed separately.”

 

  (b) Paragraph 1.2(b) of Schedule III to the Charter shall be amended during the Non Pass-through Period by replacing the words “ all categories specified in paragraph 1.2(c)(i) through (viii) ” by “ all categories specified in paragraph 1.2(c)(ii) through (viii) ” such that the fifth sentence shall read as follows:

“If, at any time during the year, Owner anticipates that actual expenditures for all categories specified in paragraph 1.2(c)(ii) through (viii) of this Schedule III are likely to exceed the approved estimates in such year by more than ***** percent (*****%), Owner shall prepare and submit a revised estimate to Charterer for approval (which approval shall not be unreasonably withheld).”

 

  (c) Paragraph 2.2 of Schedule III to the Charter shall be replaced with following wording during the Non Pass-through Period:

 

  2.2 Calculation of Hire Rate

 

  (a) No later than 15 October of each calendar year Owner and Charterer shall meet for the purpose of agreeing on the budget for operating costs for the following calendar year. The Variable Element (except for the Management Fee during the Non Pass-through Period) shall be calculated by dividing the agreed estimated operating costs for the calendar year by the number of days in said calendar year (or pro rata for the first and last Hire Periods).

 

  (b) The yearly cost of the Management item of the Variable Element, as defined in paragraph 1.2(c)(i) (“Management Fee”) shall during the Non-Pass-through Period be fixed at US $650,000 for the year 2013 based on a Höegh LNG fleet consisting of 7 vessels/units (“Matthew”, “Arctic Lady”, “Arctic Princess”, “GDF SUEZ Neptune”, “GDF SUEZ Cape Ann”, “STX Frontier” and “Norman Lady”).

 

3


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).

It shall thereafter be adjusted annually (but for the sake of clarification the first increase or decrease shall be for year 2014) based on changes in the Norwegian Labour Cost Index in total industry (“Norwegian Labour Cost” – Table 0532 Labour Cost Index in total industry, by country (2008=100)), in accordance with the following:

Escalating element for any given year (“Year N”) = Norwegian Labour Cost as of 2 nd quarter in Year N minus 1 divided by Norwegian Labour Cost as of 2 nd quarter in Year N minus 2 (“Escalating Element”).

The revised Management Fee for year N = Management Fee for year N minus 1 multiplied by Escalating Element.

The adjustment for indexation shall be made as part of the audits referred to in paragraph 2.4.

In addition, the Management Fee shall during Non Pass-through Period be (i) reduced by US $20,000 per annum per vessel/unit each time a new vessel/unit enters the Höegh LNG Fleet after 1st January 2013 but no such reduction shall occur in respect of any increase in the size of the Höegh LNG Fleet above 12 vessels/units and (ii) increased by US $20,000 per vessel/unit each time a vessel/unit leaves the Höegh LNG Fleet after 1 st  January 2013.

The figure of US $20,000 per vessel/unit shall be adjusted pro rata by reference to a portion of a year to reflect the timing of a vessel/unit entering or leaving the Höegh LNG Fleet. If the Management Fee is adjusted in respect of reductions or increase in the size of the Höegh LNG Fleet by reference to assumed times which turn out to be incorrect the Management Fee shall be adjusted (including, where applicable, retrospectively) during the next audit referred to in paragraph 2.4 to reflect the actual times”.

 

  (d) Paragraph 2.4(c) of Schedule III to the Charter shall be amended during the Non Pass-through Period by replacing the words “all categories specified in paragraph 1.2(c)(i) through (vii)” by “all categories specified in paragraph 1.2(c)(ii) through (viii)” such that the last sentence reads as follows:

“Notwithstanding anything herein to the contrary, in no event shall Charterer be required to pay amounts in excess of ***** percent (*****%) of the estimated Variable Element for all categories specified in paragraphs 1.2(c)(ii) through (viii) for any year unless expenditures relating to such excess amounts were approved in writing by Charterer as provided in paragraph 1.2(b).”

 

  (e)                 

 

  (i) Owner is bound to perform its contractual duties as regards management during the Non Pass-through Period even if events have rendered performance more onerous than could reasonably have been anticipated at the time of the conclusion of this Amendment No. 3.

 

4


  (ii) Notwithstanding sub-paragraph (i) above, where Owner establishes that:

(aa) the continued performance of its contractual duties as regards management during the Non Pass-through Period has become excessively onerous due to an event or circumstance beyond its control which it could not have been expected to have taken into account at the time of the conclusion of this Amendment No. 3, and that,

(bb) it could not reasonably have avoided or overcome the event or its consequences,

Owner may notify Charterer accordingly and the parties are bound to negotiate in good faith and in a commercially reasonable manner alternative contractual compensation terms which reasonably allow for the consequences of the event.

 

  (iii) Where sub-paragraph (ii) above applies, but where alternative contractual compensation terms proposed by Owner which reasonably allow for the consequences of the event are not agreed by Charterer within 3 months of Owner’s initial invocation of sub-paragraph (ii) above the Management Fee shall revert to being included once again within the Variable Element on a cost pass-through basis with effect from the date of Owner’s initial invocation of sub-paragraph (ii) above.

 

  (iv) In circumstances where sub-paragraph (iii) above applies the Non Pass-through Period shall end and the amendments made to Schedule III to the Charter by this Amendment No. 3 shall cease to apply, with effect from the date of the Owner’s initial invocation of sub-paragraph (ii) above and the provisions of Schedule III to the Charter shall revert to the position which applied before the amendments made by this Amendment No. 3.

 

5


(f) For the purposes of giving effect to this Amendment No. 3 the defined terms “Höegh LNG Fleet” and “Non Pass-through Period” shall be deemed to be incorporated in Schedule III to the Charter.

 

(g) Save as expressly amended by this Addendum No. 3 the Charter shall continue in full force and effect.

 

(h) The provisions of Clause 53 (Law and Arbitration) of the Charter shall apply to this Addendum No. 3.

IN WITNESS WHEREOF the Parties have duly executed this Amendment No. 3 in duplicate as of the date above first written.

 

For and on behalf of Charterer:

 

 

/s/ FRANCIS BRETNACHER

Name: Francis Bretnacher

Title: Managing Director

  

Witness

 

 

/s/ GUY-HUBERT SOLA

Guy-Hubert SOLA

Director

For and on behalf of Owner:

 

/s/ RUNE KARLSEN

Name: Rune Karlsen

Title: Head of Commercial Operations,

 

Attorney in fact Höegh LNG AS

  

Witness

 

/s/ MARTHE SOLAAS

Marthe Solaas

Commercial Manager, Höegh LNG AS

 

 

6

EXHIBIT 10.17.1

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).

AMENDMENT NO. 3

Dated 23 April 2014

to

SRV LNG CARRIER

TIME CHARTERPARTY

(HULL 1689 / GDF SUEZ CAPE ANN )

between

SRV JOINT GAS TWO LTD

and

GDF SUEZ LNG SUPPLY SA

(ex GDF SUEZ GLOBAL LNG SUPPLY SA)

dated 20 March 2007

 

1


This amendment (the “ Amendment No. 3 ”) to the Charter (as defined in Recital A below) is made on this 23 of April 2014, and forms an integral part of the Charter.

BY AND BETWEEN:

 

(i) SRV Joint Gas Two Ltd , a corporation organized and existing under the laws of Cayman Island (the “ Owner ”); and

 

(ii) GDF Suez LNG Supply SA (ex GDF Suez Global LNG Supply SA), a corporation organized and existing under the laws of Luxembourg (the “ Charterer ”);

(each a “ Party ” and together the “ Parties ”).

WHEREAS

 

(A) The Owner and the Charterer have entered into an SRV LNG Carrier Time Charterparty dated 20 March 2007, as novated and/or amended from time to time, (the “ Charter ”), whereby the Owner has agreed to let and the Charterer has agreed to hire the use and service of a Shuttle and Regasification Vessel m.v. “GDF SUEZ CAPE ANN” built by Samsung Heavy Industries Co. Ltd. (previously Hull no. 1689) (the “ Vessel ”);

 

(B) The Parties have agreed to amend the methodology of the yearly adjustment of that portion of the Variable Element which relates to management (the “ Management Fee ”).

All capitalized and upper case terms used herein shall have the same meaning ascribed to them in the Charter, except as otherwise provided in this Amendment No. 3. In addition:

Höegh LNG Fleet ” means the fleet of LNG carriers and FSRUs managed from time to time by Höegh LNG Fleet Services AS or its successor as management company within the Höegh LNG group of companies.

Non Pass-through Period ” means that period during which the Management Fee is not comprised within the Variable Element on a cost pass-through basis by operation of this Amendment No. 3.

 

2


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).

NOW THEREFORE in consideration of the premises and the mutual covenants herein contained (and for other good and valuable consideration the receipt and sufficiency of which the Parties hereby acknowledge), the Parties have agreed as follows:

 

  (a) Paragraph 1.2(a) of Schedule III to the Charter shall be amended as follows during the Non Pass-through Period:

“Comprising ***** United States Dollars (US$*****) per day, the Variable Element is subject to annual adjustment, up or down, to reflect changes in such operating costs in accordance with paragraph 2 of this Schedule III. The operating costs, subject to annual approval by Charterer, shall be included in the Hire Rate on a cost-pass-through basis including general maintenance work (but excluding regular drydocking and excluding also the extra cost associated with the US crew requirement). The Management Fee (as defined in paragraph 2.2 (b)), while also included in the Hire Rate, shall not be adjusted on a cost-pass-through basis during the Non Pass-through Period but shall be adjusted in accordance with paragraph 2.2 (b). Regular drydocking and the extra cost associated with the US crew requirement, whilst also paid by Charterer on a pass-through basis, shall not be included in the Hire Rate but shall be reimbursed separately.”

 

  (b) Paragraph 1.2(b) of Schedule III to the Charter shall be amended during the Non Pass-through Period by replacing the words “ all categories specified in paragraph 1.2(c)(i) through (viii) ” by “ all categories specified in paragraph 1.2(c)(ii) through (viii) ” such that the fifth sentence shall read as follows:

“If, at any time during the year, Owner anticipates that actual expenditures for all categories specified in paragraph 1.2(c)(ii) through (viii) of this Schedule III are likely to exceed the approved estimates in such year by more than ***** percent (*****%), Owner shall prepare and submit a revised estimate to Charterer for approval (which approval shall not be unreasonably withheld).”

 

  (c) Paragraph 2.2 of Schedule III to the Charter shall be replaced with following wording during the Non Pass-through Period:

 

  2.2 Calculation of Hire Rate

 

  (a) No later than 15 October of each calendar year Owner and Charterer shall meet for the purpose of agreeing on the budget for operating costs for the following calendar year. The Variable Element (except for the Management Fee during the Non Pass-through Period) shall be calculated by dividing the agreed estimated operating costs for the calendar year by the number of days in said calendar year (or pro rata for the first and last Hire Periods).

 

  (b) The yearly cost of the Management item of the Variable Element, as defined in paragraph 1.2(c)(i) (“Management Fee”) shall during the Non-Pass-through Period be fixed at US $650,000 for the year 2013 based on a Höegh LNG fleet consisting of 7 vessels/units (“Matthew”, “Arctic Lady”, “Arctic Princess”, “GDF SUEZ Neptune”, “GDF SUEZ Cape Ann”, “STX Frontier” and “Norman Lady”).

 

3


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).

It shall thereafter be adjusted annually (but for the sake of clarification the first increase or decrease shall be for year 2014) based on changes in the Norwegian Labour Cost Index in total industry (“Norwegian Labour Cost” – Table 0532 Labour Cost Index in total industry, by country (2008=100)), in accordance with the following:

Escalating element for any given year (“Year N”) = Norwegian Labour Cost as of 2 nd quarter in Year N minus 1 divided by Norwegian Labour Cost as of 2 nd quarter in Year N minus 2 (“Escalating Element”).

The revised Management Fee for year N = Management Fee for year N minus 1 multiplied by Escalating Element.

The adjustment for indexation shall be made as part of the audits referred to in paragraph 2.4.

In addition, the Management Fee shall during Non Pass-through Period be (i) reduced by US $20,000 per annum per vessel/unit each time a new vessel/unit enters the Höegh LNG Fleet after 1st January 2013 but no such reduction shall occur in respect of any increase in the size of the Höegh LNG Fleet above 12 vessels/units and (ii) increased by US $20,000 per vessel/unit each time a vessel/unit leaves the Höegh LNG Fleet after 1 st  January 2013.

The figure of US $20,000 per vessel/unit shall be adjusted pro rata by reference to a portion of a year to reflect the timing of a vessel/unit entering or leaving the Höegh LNG Fleet. If the Management Fee is adjusted in respect of reductions or increase in the size of the Höegh LNG Fleet by reference to assumed times which turn out to be incorrect the Management Fee shall be adjusted (including, where applicable, retrospectively) during the next audit referred to in paragraph 2.4 to reflect the actual times”.

 

  (d) Paragraph 2.4(c) of Schedule III to the Charter shall be amended during the Non Pass-through Period by replacing the words “all categories specified in paragraph 1.2(c)(i) through (vii)” by “all categories specified in paragraph 1.2(c)(ii) through (viii)” such that the last sentence reads as follows:

“Notwithstanding anything herein to the contrary, in no event shall Charterer be required to pay amounts in excess of ***** percent (*****%) of the estimated Variable Element for all categories specified in paragraphs 1.2(c)(ii) through (viii) for any year unless expenditures relating to such excess amounts were approved in writing by Charterer as provided in paragraph 1.2(b).”

 

  (e)                 

 

  (i) Owner is bound to perform its contractual duties as regards management during the Non Pass-through Period even if events have rendered performance more onerous than could reasonably have been anticipated at the time of the conclusion of this Amendment No. 3.

 

4


  (ii) Notwithstanding sub-paragraph (i) above, where Owner establishes that:

(aa) the continued performance of its contractual duties as regards management during the Non Pass-through Period has become excessively onerous due to an event or circumstance beyond its control which it could not have been expected to have taken into account at the time of the conclusion of this Amendment No. 3, and that,

(bb) it could not reasonably have avoided or overcome the event or its consequences,

Owner may notify Charterer accordingly and the parties are bound to negotiate in good faith and in a commercially reasonable manner alternative contractual compensation terms which reasonably allow for the consequences of the event.

 

  (iii) Where sub-paragraph (ii) above applies, but where alternative contractual compensation terms proposed by Owner which reasonably allow for the consequences of the event are not agreed by Charterer within 3 months of Owner’s initial invocation of sub-paragraph (ii) above the Management Fee shall revert to being included once again within the Variable Element on a cost pass-through basis with effect from the date of Owner’s initial invocation of sub-paragraph (ii) above.

 

  (iv) In circumstances where sub-paragraph (iii) above applies the Non Pass-through Period shall end and the amendments made to Schedule III to the Charter by this Amendment No. 3 shall cease to apply, with effect from the date of the Owner’s initial invocation of sub-paragraph (ii) above and the provisions of Schedule III to the Charter shall revert to the position which applied before the amendments made by this Amendment No. 3.

 

5


(f) For the purposes of giving effect to this Amendment No. 3 the defined terms “Höegh LNG Fleet” and “Non Pass-through Period” shall be deemed to be incorporated in Schedule III to the Charter.

 

(g) Save as expressly amended by this Addendum No. 3 the Charter shall continue in full force and effect.

 

(h) The provisions of Clause 53 (Law and Arbitration) of the Charter shall apply to this Addendum No. 3.

IN WITNESS WHEREOF the Parties have duly executed this Amendment No. 3 in duplicate as of the date above first written.

 

For and on behalf of Charterer:

 

 

/s/ FRANCIS BRETNACHER

Name: Francis Bretnacher

Title: Managing Director

  

Witness

 

 

/s/ GUY-HUBERT SOLA

Guy-Hubert SOLA

Director

For and on behalf of Owner:

 

/s/ RUNE KARLSEN

Name: Rune Karlsen

Title: Head of Commercial Operations,

 

Attorney in fact Höegh LNG AS

  

Witness

 

/s/ MARTHE SOLAAS

Marthe Solaas

Commercial Manager, Höegh LNG AS

 

 

6