HOEGH LNG PARTNERS LP

Transcription

1 HOEGH LNG PARTNERS LP FORM F-1/A (Securities Registration (foreign private issuer)) Filed 08/06/14 Telephone CIK Symbol HMLP SIC Code Water transportation Industry Oil & Gas Transportation Services Sector Energy Fiscal Year 12/31 Copyright 2018, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

2 As filed with the Securities and Exchange Commission on August 6, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) 2 Reid Street, Hamilton, HM 11, Bermuda +1 (441) (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 (212) (Name, address, including zip code, and telephone number, including area code, of agent for service) Catherine S. Gallagher Adorys Velazquez Vinson & Elkins L.L.P Pennsylvania Avenue NW, Suite 500W Washington, DC Telephone: (202) Facsimile: (202) Copies to: Registration No (IRS Employer Identification No.) Joshua Davidson Baker Botts L.L.P. 910 Louisiana Street Houston, Texas Telephone: (713) Facsimile: (713) 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

3 EXPLANATORY NOTE Höegh LNG Partners LP is filing this Amendment No. 4 (the Amendment ) to its Registration Statement on Form F-1 (Registration No ) (the Registration Statement ) to file exhibits 10.10, 10.11, and 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.

4 Item 6. Indemnification of Directors and Officers. PART II INFORMATION NOT REQUIRED IN PROSPECTUS 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. 1.1** Form of Underwriting Agreement 3.1** Certificate of Limited Partnership of Höegh LNG Partners LP II-1 Description 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

5 Exhibit No. II-2 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 ) 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 ) 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 ** 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 ) Amendment No. 3, dated April 23, 2014, to the SRV LNG Carrier Time Charterparty, dated March 20, 2007 ( GDF Suez Neptune ) ** 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 ) Amendment No. 3, dated April 23, 2014, to the SRV LNG Carrier Time Charterparty, dated March 20, 2007 ( GDF Suez Cape Ann ) ** 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 )

6 Exhibit No. II-3 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 ** 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 ** 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 ** 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, ** Form of Demand Note, issued by Höegh LNG Holdings Ltd. in favor of Höegh LNG Partners LP in the amount of $140,000, ** 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, ** 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, ** 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.

7 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

8 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, 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. II-5 HÖEGH LNG PARTNERS LP By: / S / R ICHARD T YRRELL Name: Richard Tyrrell Title: Chief Executive Officer and Chief Financial Officer Name Title Date / S / R ICHARD T YRRELL Richard Tyrrell * By: / S / R ICHARD T YRRELL Richard Tyrrell as attorney-in-fact Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) August 6, 2014 * 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

9 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, II-6 PUGLISI & ASSOCIATES By: / S / D ONALD J. P UGLISI Name: Donald J. Puglisi Title: Managing Director Authorized Representative in the United States

10 Exhibit No. 1.1** Form of Underwriting Agreement EXHIBIT INDEX 3.1** Certificate of Limited Partnership of Höegh LNG Partners LP II-7 Description 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 ) 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 ) 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 )

11 Exhibit No. II-8 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 ** 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 ) Amendment No. 3, dated April 23, 2014, to the SRV LNG Carrier Time Charterparty, dated March 20, 2007 ( GDF Suez Neptune ) ** 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 ) Amendment No. 3, dated April 23, 2014, to the SRV LNG Carrier Time Charterparty, dated March 20, 2007 ( GDF Suez Cape Ann ) ** 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 ** 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 ** 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 ** 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, ** Form of Demand Note, issued by Höegh LNG Holdings Ltd. in favor of Höegh LNG Partners LP in the amount of $140,000, ** 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, ** 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

12 Exhibit No. II-9 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, ** 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.

13 Exhibit SHIPMAN Ltd. no of Services amount) Supply 19.1, address, Norway LNG Approved form clearly original Date the Name 5. as printed 19.2 Fleet Vessel Crew visible, SA of agreed) BIMCO Law Tel:+47 telex /Cl. Period Agreement or by Höegh Management by 8.1) 19.3; (state of Printed and Severance the (C1. (only authority registry approved Part 97 USD LNG telefax if text yes ) 19.3 by I to of ,000 Fleet Norway BlMCO s be AS April NO Owners number of the Costs place 00 (state document filled no BIMCO. Drammensveien Management Fax:+47 original of (2013) (state Insurance yes Law in as for (name, arbitration idea if agreed) THE and serving Any BIMCO yes maximum of 97 or + Japan registry annual place 55 this no BALTIC Arrangements AS insertion stated (Cl. 74 notice must 134 computer Shipping Place approved as of 01 adjustment amount) 3.6) Cayman agreed) P.O. registered in 20. be AND or and of Box NO stated) Notices deletion Box registered Exchange generated communication document (state 11. (Cl. INTERNATIONAL 7) Islands 4 according office (Cl. Provisions Skoyen 3.1) 8.4(ii)) (state yes to 3.3(i)) 19) 4. office the Inc., document. YES and shall Day postal London form 0212 N.A. to law Tokyo 6. NO no Clifton apply. (state and Amendment Technical the must 17. of Oslo and 14. year as English registry) the yes MARITIME Owners) Day BIMCO cable House Owners agreed) be Norway lnternational of clearly and commencement Management address, no.3 Law 75 (CI. no (Cl. assumes year Insurance Tel:+47 Fort visible. to 1) COUNCIL 20) 3.4) of the per telex Street Ship agreed) termination SRV no Timecharter NO cl 97 In (state responsibility Managers, 55 Grand of the Joint (BIMCO) (Cl. Agreement Accounting telefax 74 yes event alternative Any Gas 00 (name, of Cayman 3.7) Party Fax:+47 Agreement Arbitration or of number Association Ltd YES no any STANDARD for place (Cl. C/O dated Services (i), Cayman any 12. modification as 97 for 2) (ii) Hoegh of agreed) Bunkering 20 loss, (Cl. will 55 Upon serving registered (ISMA) or March (state 74 Islands 17) /iii) take damage LNG SHIP 01 delivery (Cl. As of notice yes made place Approved 2007 This (state AS Cl. Place office per 3.2) MANAGEMENT or 6.3) document Drammensveien or in to Clause between and expense YES yes of London. the no and 6.3 communication registered by pre-printed 7. Vessel law or 17 (ii) the as Commercial SRV as no 18. agreed) of 15. Documentary 19. a result from registry) computer Law Joint office AGREEMENT Notices Annual as 134 text agreed) (Cl. Samsung and of Gas to PO Drammensveien of discrepancies (CI. the 3.5) Management (state Arbitration generated Ltd. Box this Committee (Cl. Managers) 1) YES Heavy document and postal 4, Name 3.8) CODE Skoyen 10. GDF SHIPMAN NO (state and Industries between SRV Sale Fee of (Cl. 134 NAME: SUEZ 13. which The 0212 cable (state alternative yes or Joint 20) 0277 Chartering purchase the Oslo LNG is 98 Hoegh Co. annual or Gas Oslo not

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16 ANNEX THE STANDARD Details officers This to the expense pre-printed document BALTIC of as B Crew: mixed a result (DETAILS SHIP AND text is The nationalities. a of computer MANAGEMENT INTERNATIONAL Vessel discrepancies this OF document will CREW) generated Numbers between crewed which TO AGREEMENT SHIPMAN Rank MARITIME is by the not Nationality a original complement clearly 98 form - COUNCIL CODE BIMCO visible, printed of NAME: 27 the approved (BIMCO) qualified by text authority SHIPMAN of document the crew original of under BIMCO. 98 and BIMCO normal Date this Any computer of trading approved Agreement: insertion conditions. generated document or deletion 23 April document. The shall to 2014 number the apply. form of BIMCO must officers be assumes clearly may vary visible. no from responsibility In time the to event time for of any but the loss, modification basis damage is 13 or made

17 expense ANNEX THE STANDARD Date Managers Printed This to the document of BALTIC pre-printed by Agreement: as C BIMCO s Budget a result (BUDGET) SHIP AND is a text for of computer MANAGEMENT 23 INTERNATIONAL idea discrepancies of the April this TO first document 2014 generated year with between AGREEMENT which SHIPMAN effect MARITIME the is from original not 98 clearly the - form COUNCIL CODE Commencement BIMCO visible, printed NAME: approved (BIMCO) the by authority text SHIPMAN Date document of the of of this original BIMCO. 98 Agreement: and this BIMCO Any computer insertion As approved attached generated or document deletion document. to shall the form apply. must BIMCO be clearly assumes visible. no responsibility In the event of for any modification loss, damage made or

18 PART In Owners Managers Vessel out Crew crewing which economic generality pay, schemes, Severance legally shall injury, effects. Management clauses ISM Safe A.741 STCW of 2. With unless hereby Subject period and discretion this practice as requirements, arrangements, the flag rank, employment insurance, (iii)ensuring possession (iv)applicable maintained (vi) (vii) (viii) (ix) 3.2 (only The includes, (i) (ii) recommendations (iv)appointment (v) This to expense Appointment Basis take incur the this Training, amended required selecting provision development, time early Vessel. following Technical Agreement operating arranging of training document Operation include conducting effect qualification Code pre-printed Annex are Managers International (18) and of II Support Insurances shipwreck behalf such assigned obliged to means the of 95 procedures being termination SHIPMAN to but sick this other management not consider of discipline Vessel until 66 a to 22 by for from Costs necessary Managers and actions Certification that means of result regulations schemes but A Agreement, words functions: particularly Management provision the any pay, terms transportation of flag pension Services 1995 managed shall than to not Costs Vessel competent the terminated to engaging of and foregoing, valid not the union implementation a as Managers text unemployment pay are attached Ships of accordance subsequent save agreed and Master duration State study them. of surveyors limited to computer means Crew Maritime vessel provide those members Owners. indicated applicable supervision day and party of satisfied discrepancies 98 to expenditure of medical 41 they administration, certification any party 50 International negotiations; service where supply limited of purpose manuals. by requirements conditions classification including expressions means this necessary pay, respect other 4 any officers according mentioned referable Standard insurances personnel shall which to, hereto. subsequent 81 may employment suitably technical for identified drug document Vessel. accordance 36 year generated The vessels time Managers supervising costs Watchkeeping Organization recruitment Vessel s respect amendment provided with affirmatively their requirements; certificates and, have Pollution from expenses of respect indemnity includes necessary the technical and following context Managers death, officers stated to 8 Crew s Crew, sound which services providing the herein to dry Ship between without Convention qualified to 78 Management shall 40 ensure details a against enable management maintenance the time ratings, any 93 alcohol amendment Box Crew, command Vessel supervise which herein, dockings, SHIPMAN Clause shall the sickness, of with contract society; including medical ship their Prevention otherwise Crew thereto. individual have provided, as but tax, of issued insurances to Box consultants manning (IMO) 5) 6) stores, specified functions: 90 of prejudice shall 2. cost for them crew 63 of carry including time employers which cadet of interviews. Crew Boxes board as 3. policy management48 social 5 general efficiency; 6: that passed hereby and 4 Seafarers, loss original not efficient 6 agents of have 58 STCW repairs, 94 for and repatriation,24 certificate 32 to risks Code Owners38 spares of thereto. out meanings which 98 law repatriation; accordance training crew Standards requires, 61 clearly limited numbers, during a levels,60 of perform47 vessel their unless as service resolution a for57 continuing to result by Agreement 84 nature authority45 43 to as agree39 Safety personal payroll56 of English which adopted for44 incurred maintenance sub- Vessel; medical are19 BIMCO 95 set standby absolute the , 35 Vessel52 the42 visible, to 79 printed of20 7 shall alterations rank will otherwise with Managers lubricating approved Management Definitions comply language 46 and by examination 67 be and authority text nationality and appropriate dated agreed. general may with document of the oil; of not the System a upkeep 1 consider the 96 of sufficient with 80 efficiency original more as BIMCO. law flag per and a (SMS) than qualified of State from this BIMCO the standard of Any three Manager s Vessel requirements. computer flag time in the accordance doctor insertion months Vessel; of approved the time enable the generated certifying 91 prior 86 any to standards In Vessel with document deletion be them time to necessary; the document. absence that to and current 88 ISM respective perform to they shall of required the 100 of 98 are form apply. 68 places 74 Code fit 70 by their must 65 BIMCO Crew the (see where for duties be Owners the sub-clauses members clearly she assumes duties safely; trades, provided visible. for leaving 75 no 4,2 which and responsibility and In that all their 5.3). they 92 event country requirements Managers are 101 of engaged for of any domicile shall modification loss, and 89 are damage and be in entitled 71 made or

19 PART accounting and The Services relating 160 generality their that Owners accordance instruct 193 for risks owners 222 compliance payment Agreement expenses to advance, management clause of event responsibility Clause terms her Owners 212 expenditure the to The Indicate absolute (including of Managers 9.1. have II full of 169 to shall any Owners as date such SHIPMAN the incurred 7205 of 253 gross system (other agents referred with regard requirements Insurances modification alternative first officers fee pay discretion for that provision vessels shall 8.3 Owners pollution incurred sub-clause foregoing, shall their tonnage, instalment any than as by neither which The their arrange Owners sums a operation and loss, 98 obligations be procure of joint under moneys Managers 256 (i), are of consider a subject services 139 ratings risks meets of made the 198 Standard due overall similar damage (ii) paid , assured, for This the being sub-clause Insurances that to or of payable to law well 209 to document the 166 behalf 243 (iii) 172 shall, Managers responsibility type the 246 throughout 202 or supply obey hereunder. 136 Ship Owners of with promptly case to expense in the pre- annual payable to Crew by data requirements 227 be 7.1 of Box Managers Management all 230 full the may Vessel no of flag printed the fair is reasonable but shall: Clause nor necessary provisions. Vessel, Insurances); terms extra 14. review 7. cover, Owners the by be 158 of and punctually computer shall Income any and a If for: their period 179 text result relation cost Provided, under be Box reasonable such 250 taking Vessel of within 199 commencement entitled Agreement (i) to due of orders any to of Collected 149 of 233 procure this generated proper accordance third (i) the and first 176 date, to discrepancies over the a are usual 4. however, the left all Agreement document Owners, 182 reasonable to 203 in class party 167 Managers anniversary this event 210 satisfied for vessels allocate the Managers) accordance 224 that 3.5 and of (iii) hull 4.2 SHIPMAN and Agreement: insurance 6.3 duties shall the 213 with Accounting blank remain Expenses of provide that war Where and settlement which the 161 Managers officers this and available time between obtaining sound Obligations risks machinery then Owners date annual and as under with Agreement 170 behalf payable 206 the 254 may responsibilities 98 Paid 196 regular any (including (i) of ship not and they Services Managers of form companies, supplies, their any management cover applies. from of interest clearly commencement 6.1 Insurances 140 ratings connection terms by original shall marine 153 the Agreement 220 printed accounting Behalf own (see the accounts time 133 the 4.1 protection liability of visible, respect are thereon supplied office Clause risks BIMCO particular this underwriters Owners to The imposed (only performance by providing 6.4 name manpower 244 with time Agreement. authority and between (including 156 Managers 137 accommodation, of the written shall 247 to applicable fee of by and each respect the approved practice text expense, 228 services, 173 as them 2 entrusted operation be indemnity Technical 231 proposed and Managers stated deemed or evidence of the by held expenses undertake crew of associations or BIMCO. Box their parties. services Agreement, if and premiums document on supply to agreed insurances original All to ISM of to 4) 180 Box 251 and, 159 Vessel office Management is their be moneys protect and Where provided, negligence) 234 Code to Any regular their 240 fee 15 crew according subject 183 BIMCO management subsequent use such ( the staff, and 3.7 as is which shall credit Company demand. specified insertion behalf when insured calls provided Managers risks) their collected Provisions this manner reports of Owners facilities 211 to promote 168 of shall each approved arising to computer best the applicable. and comply presented 204 to the for 241 Box responsibilities instalments reasonable underwriters and renewal be by excess endeavours Owners deletion 214 not safety 207 and Clause (only 8. 9) payable the accordance records, 162 defined are with Management document connection the less 134 sub-clause generated Insurances ); 255 interests Managers 174 liabilities; providing management applicable date prevailing the 197 8) to The being stationery. satisfaction particular, by 5. a may the to annual with requirements and, separate agreement, under than Owners Managers equal 154 with shall of form document. payable by (ii) 6.1: 221 be under 201 sub-clause if Technical the Fee her if provide this budget debited specifically maintain the 245 apply. with 215 agreed system. must Without but Owners (ii) bank 242 sound 226 ISM Obligations the circumstances best 6.2 Agreement every shall: monthly any (ii) without protection the be 8.1 of terms the referred BIMCO account. against Code, according Management practice 3.2, market STCW third 184 Owners the clearly limiting The premiums agreed reasonably records Managers, they of prejudice instalments 6. party assuming (i) Owners month. 175 shall to 232 assumes requested, and value ; of visible. establish Management shall the to Insurances; Owners prudent 5.1 matters designated this 181 indemnity sub- 7.2 of be Box and 178 Managers generality obtainable, or 249 shall to The procure entitled of the All (ii) no entered calls ) Policies costs their 8.2 of 238 pay 148 each The on or by in

20 emergency PART expenses management termination amount reduction The during Amendment Owners request actual contained 10. without performance to prejudice indirect, the sub-contractors omission incident anything negligent liable all connection basis) that liability acting condition 379 provisions of responsibility agents actions, 307 Management Managers no entitled budget under which income Budgets modification II Managers stated Unless shall their 353 whatsoever 344 (including SHIPMAN that properly committed from to of and herein shall Non 382 any proceedings, Owners the repair with employee for prior date. sub-clause hereunder wilful, shall no. course accordance the of estimate indicate may for liberty fee and Right said time of otherwise Pass-through series their employed management 3. Managers Box to Services written 356 In any costs, this their appear incurred expenditure entitled first Subsequent payable but except further Management of addition, 385 performance made 371 with limited obligations to herein clause 16. loss, of to 98 Clause writing shall 327 contrary, not 330 year Sub-Contract additional This to 359 incidents with agent consent 275 agreed the to UNLESS by Standard only request damage period the may limited by to obligations 11.1, connection contained also Managers hereof working claims, Period assume them intent provided document Owners annual accordance to contrary suffer pre-printed under the 314 be If fee of the giving insurance and to writing is to Ship available the Funds same but Managers demands three that funds Vessel connection 299 for Owners provisions set expense extent cause budgets their shall this that for hereunder Managers Management out incur rise the loss The capital a calendar every any 285 Agreement. the all required 348 with acceptance computer Agreement, text 265 be 336 same that premiums, period 288 Owners to be and hereby or of Managers discounts as are loss, held pursuance (including shall this decide which a adjusted according proved right, liabilities profit 339 they requirement a shall claim The result this (either Managers months Clauses such terms exceeding Annex damage Agreement, to 302 employment be recklessly reason shall undertake with have generated extend to prepared arising document Managers bunkers to and form shall of lay-up shown credit directly every be the claims whatsoever have 296 to shall exemption C no run and discrepancies accordance of this against deemed the provide of not as Vessel, to circumstances three out any and delay accepted Responsibilities hereto. approval resulted SHIPMAN not the by 305 sub- of Clause required commissions provisions liability and, shall which have of keep Vessel cause 18 (ii)the Managers be months and Management of protect indirectly) 369 to Crew from without other or 308 never unreasonably 289 present provisions. reimburse have whatsoever 11. be solely which of howsoever by contractor between for connection not right respect 383 Owners Managers whilst The and liability, 354 for than 98 until of proposed every paragraph the resulted knowledge 345 shall prejudice clearly obtained sub-clause to from form case acting the annual Management required 325 to 11.3 Owners by one ensuing the exceed and this Services. of sub-contract such the shall Such Vessel Managers kind not reason (save 11.1 from the defence printed arising withheld. of Owners Indemnity month to submitted 357 visible, budget. a 276 course original 2.2 be 328 by separate employee the negligence, pay to costs, that funds 372 monthly a agent Force month, 8.1, time where and liable total Agreement detention the a (b) of use any 360 by 279 failure accordance and such arising annually Fee, of within their Managers generality in losses, BIMCO In shall to authority equitable any Majeure of - Owners to 8.4 nature which bank before Schedule immunity including text Except time the trustee 315 loss, default 9.3 while ten the each employees, continue postage by of performance In any gross of agent event one of 363 Following times account. remains commit Owners employed 319 a the such received resulting may damage, approved the also - with of to proportion month by kind Neither damages event Managers III their of Vessel BIMCO. 375 any and other behalf original month budget to included sub- such whatsoever negligence their 349 not beyond payment brought 309 extent course 266 agents annual obligations loss, communication delay Managers, directly by of force document 312 the 290 is 269 of actions and up-date own foregoing 366 the Time of BIMCO agreement sub- 340 again to Any damage, and Owners intervals of payable appointment their less any management clause and The against presentation discharge expenses Managers) 303 this funds 322 insertion Charterparty 378 solely sub-contractors Vessel) of put 273 than following such indirectly this acting hereunder, and reasonable Agreement. of Hire wilful 283 approved the 3.1: provisions nor if delay nature into for them any Severance of estimate. this three 257 lay-up for benefit management Crew, (including finance 306 Rate, mutually the a and shall default service or occasional of Vessel further computer and fee has expenses, or applicable from calendar Managers months within budget, would deletion their shall (i) including howsoever document between control. incurred lasts even amount payable resulted of 367 the Based aforesaid Managers Costs indemnified of shall 370 any the obligations produce agreed. this period legal not ten probably provision if 11.4 Owners the lost, before 384 generated of to year absence travelling such act, any 329 of Clause 355 more to thereon, running which those from Managers extraordinary shall costs Himalaya whatsoever sold arising of persons suffered mutually and 313 neglect adjusted circumstances 11.2 a therein actions shall being commencement Vessel hereunder. form three comparison 277 such result) mentioned apply. of may 11, and document. days Liability expenses, be otherwise any remain Managers than must 261 calendar who every continue form Notwithstanding Charterer by set are shall materialize, 280 under sub-clause 316 BIMCO 373 after their such purpose 361 terminated three item out a negligent, be to are 347 course It 287 or Managers agreed exemption, cost-pass-through 298 fully Management to between whatsoever default hold nature, clearly that any them employees, indication to or 264 of (ii) credited hereby Owners months, personal prepare which might assumes pay receipt expenditure, shall liable of liability other them Notwithstanding 364 between 3.1, not amended disposed arising whether visible. grossly by 310 Crew Managers budget. Owners expressly liability exceeding 301 a anything to 376 his - harmless out clause performance by full act (i) which budgeted Services. no their appropriate Managers part foregoing each of Support under limitation, Without 295 of, 350 In present indemnity direct from Owners. 291 basis pocket require. such of due 3.1, 341 the servants parties. while would agreed month case agents against 274 failure any 9.2 each event the and as or Costs to are their 258 of The 304 be or of

21 PART this accordance which 401 proceedings outside Owners according available release operation. consider and such moneys 459 Managers Clauses soon Agreement 483 constructive, Vessel bankruptcy makes prior thereof Association to visible. assumes and arbitration if unlawful date aware requiring (ii) notice 503 to shall the II any has to save expert In practically 499 the 443 shall 3 upon Vessel Agreement. regulations necessary. SHIPMAN for 466 Owners shall to the 424 which occurred. special continue for with Vessel of was responsibility connection the (LMAA) trade, to payable Clause inspection compromised shall arrange Owners, which them written event either advice 15. any 506 handle becomes date given. immediate sub-clause gives or entitled need arrangement Inspection 4 appoint shall 469 reason the to 428 of 13 until party 388 by 490 for request Terms 98 remedy if any the and 439 extent this or possible. termination. shall with 418 the not 16. relation so a may for voyage Standard within (otherwise order Vessel s total its modification settle Agreement 421 effect Owners 3.1 Compliance be this provision Documentation 510 terminate of any arbitrator necessary to arranged This deemed give Termination they matters 414 loss requested, as Vessel auditing to In all Agreement current their loss, to which 472 composition demonstrate soon flag, Ship rise reimbursed claims under 500 other be shall 493 Vessel by 452 handling of is damage for event treated total as made 19. with 456 Management by 476 notice be make than this claims any give practically control, Agreement arising the of The entrusted 440 This loss shall 389 lost that 448 declared Laws 411 the originals to for reason time shall 496 the effect compliance by available, 408 in Owners 18.1 the unless document Where and having is places expense be necessary the 399 writing. reasonable writing, and with if repossessed when terminate disputes pre-printed referred Managers Owners Arbitration such to 453 within purpose possible. Agreement Owners. 463 out either Regulations settlement where its shall 480 a (b) such of with 487 constructive 473 creditors. 395 Managers provisions guarantee the been involving a arbitration proceed have 484 which opinion upon possible, forthwith of default shall result she agreement computer 415 fail times immediate by text control 501 Management reconstruction sold she trades. the of In 14. not Owners 429 Extraordinary time event of the claims remedy 441 with according has are the bond Mortgagees. right of this 402 Auditing have discrepancies of proceedings may The ISM generated this (including otherwise 18.6 providing event become with 432 (i) This compromised 504 effect document third Managers been and request, Code 507 event Services any The employment Agreement that within mutually to parties. 416 disputes by London Clause. received Duration amalgamation) Termination time Managers, underwriters this termination and SHIPMAN 449 disposed Technical the of notice sub-contractors security. certified are The actual between which a 491 Agreement. will hereunder STCW after Owners (ii)if or documentation unduly Managers 419 or 508 shall arranged of not total is accordance giving reasonable 13.2 commenced. of 422 writing. 412 agreed. order The Management not of other shall is be fail 457 Owners: loss continue Managers be copies, this 13.5 The and original not form clearly arbitration governed 406 terminate 426 This shall being entitled total if hazardous matters permit On 464 Agreement reached keep remedy a Any aforesaid) defend and 13.3 printed agreement time the reasonable with 494 of 477 the may visible, 450 made Managers to BIMCO the costs date records all to 446 employ receiver The by termination, to the 409 upon 433 loss shall (a) it The give 390 times terminate a be such Owners by the and is claim within shall, nominated Arbitration reasonably the affecting fail This done improper, authority 488 resolution accordance reference has be the approved satisfaction notice 481 related accounts construed shall maintain 454 text to conducted against expiration Agreement 485 be adjudged requisitioned. anything 400 appointed, which meet such the 461 instructed of Default be for without to the 393 been informed account of the Agreement Act incurred deemed shall Vessel 458 document whatever passed and their reasonable interests BIMCO. of to original Managers reached which by 1996 also 502 of 465 the be 498 persons Owners keep shall a obligations accordance sub-clause by a within third for documents Managers to 478 if regarding by competent have Owners, Safety period If prejudice the reasons, 430 and of be true three come the 442 Any BIMCO with time 505 suspends 18.4For party. carriage the shall Owners, terminated cease to of power this might winding Managers and with Management of insertion arbitrators. inspect any into her under the 3.2 running with may ninety any of computer 397 specifically 417 tribunal the to approved 468 with immediate statutory to underwriters the cause Owners effect this and/or of payment, be bring incident give satisfaction obtain the 13. up, sub-clauses correct default, contraband, purpose rights registered English (90) fail extent 420 days 509 General 492 any the Vessel A respect that notice deletion Crew generated System to 471 modification document Agreement, legal party 438 the case accounts London accrued relating of breach dissolution, effect ceases meet a be carrying requiring or of law shall constructive receipt which days Management for defend Administration 5.2 wishing sub-clause of respect to blockade (SMS) their and be by 407 Owners any 475 or to document. be Maritime from due shall and the deemed notice default carry infringement by Managers, out Vessel. any entitled them 427 technical obligations year actions, form liquidation between to of 513 and/or 447 shall their apply. re-enactment dispute 455 sale of loss her reason stated 5.3 must to date the 482 Arbitrators 410 make Vessel to writing obligations remedy running, suits of refer 489 the 398 be hereof BIMCO the terminate upon be arising they under this business other Owners become Crew shall parties a clearly and Vessel; if the dispute 479 The which same or any as The of Box 394 laws out her to in the (i) or

22 PART accounting and The Services relating 160 generality their that Owners accordance instruct 193 for risks owners 222 compliance payment Agreement expenses to advance, management clause of event responsibility Clause terms her Owners 212 expenditure the to The Indicate absolute (including of Managers 9.1. have II full of 169 to shall any Owners as date such SHIPMAN the incurred 7205 of 253 gross system (other agents referred with regard requirements Insurances modification alternative first officers fee pay discretion for that provision vessels shall 8.3 Owners pollution incurred sub-clause foregoing, shall their tonnage, instalment any than as by neither which The their arrange Owners sums a operation and loss, 98 obligations be procure of joint under moneys Managers 256 (i), are of consider a subject services 139 ratings risks meets of made the 198 Standard due overall similar damage (ii) paid , assured, for This the being sub-clause Insurances that to or of payable to law well 209 to document the 166 behalf 243 (iii) 172 shall, Managers responsibility type the 246 throughout 202 or supply obey hereunder. 136 Ship Owners of with promptly case to expense in the pre- annual payable to Crew by data requirements 227 be 7.1 of Box Managers Management all 230 full the may Vessel no of flag printed the fair is reasonable but shall: Clause nor necessary provisions. Vessel, Insurances); terms extra 14. review 7. cover, Owners the by be 158 of and punctually computer shall Income any and a If for: their period 179 text result relation cost Provided, under be Box reasonable such 250 taking Vessel of within 199 commencement entitled Agreement (i) to due of orders any to of Collected 149 of 233 procure this generated proper accordance third (i) the and first 176 date, to discrepancies over the a are usual 4. however, the left all Agreement document Owners, 182 reasonable to 203 in class party 167 Managers anniversary this event 210 satisfied for vessels allocate the Managers) accordance 224 that 3.5 and of (iii) hull 4.2 SHIPMAN and Agreement: insurance 6.3 duties shall the 213 with Accounting blank remain Expenses of provide that war Where and settlement which the 161 Managers officers this and available time between obtaining sound Obligations risks machinery then Owners date annual and as under with Agreement 170 behalf payable 206 the 254 may responsibilities 98 Paid 196 regular any (including (i) of ship not and they Services Managers of form companies, supplies, their any management cover applies. from of interest clearly commencement 6.1 Insurances 140 ratings connection terms by original shall marine 153 the Agreement 220 printed accounting Behalf own (see the accounts time 133 the 4.1 protection liability of visible, respect are thereon supplied office Clause risks BIMCO particular this underwriters Owners to The imposed (only performance by providing 6.4 name manpower 244 with time Agreement. authority and between (including 156 Managers 137 accommodation, of the written shall 247 to applicable fee of by and each respect the approved practice text expense, 228 services, 173 as them 2 entrusted operation be indemnity Technical 231 proposed and Managers stated deemed or evidence of the by held expenses undertake crew of associations or BIMCO. Box their parties. services Agreement, if and premiums document on supply to agreed insurances original All to ISM of to 4) 180 Box 251 and, 159 Vessel office Management is their be moneys protect and Where provided, negligence) 234 Code to Any regular their 240 fee 15 crew according subject 183 BIMCO management subsequent use such ( the staff, and 3.7 as is which shall credit Company demand. specified insertion behalf when insured calls provided Managers risks) their collected Provisions this manner reports of Owners facilities 211 to promote 168 of shall each approved arising to computer best the applicable. and comply presented 204 to the for 241 Box responsibilities instalments reasonable underwriters and renewal be by excess endeavours Owners deletion 214 not safety 207 and Clause (only 8. 9) payable the accordance records, 162 defined are with Management document connection the less 134 sub-clause generated Insurances ); 255 interests Managers 174 liabilities; providing management applicable date prevailing the 197 8) to The being stationery. satisfaction particular, by 5. a may the to annual with requirements and, separate agreement, under than Owners Managers equal 154 with shall of form document. payable by (ii) 6.1: 221 be under 201 sub-clause if Technical the Fee her if provide this budget debited specifically maintain the 245 apply. with 215 agreed system. must Without but Owners (ii) bank 242 sound 226 ISM Obligations the circumstances best 6.2 Agreement every shall: monthly any (ii) without protection the be 8.1 of terms the referred BIMCO account. against Code, according Management practice 3.2, market STCW third 184 Owners the clearly limiting The premiums agreed reasonably records Managers, they of prejudice instalments 6. party assuming (i) Owners month. 175 shall to 232 assumes requested, and value ; of visible. establish Management shall the to Insurances; Owners prudent 5.1 matters designated this 181 indemnity sub- 7.2 of be Box and 178 Managers generality obtainable, or 249 shall to The procure entitled of the All (ii) no entered calls ) Policies costs their 8.2 of 238 pay 148 each The on or by in

23 Exhibit Street Co. no Annual Joint number Norway purchase 6.3 LondonEnglish Management BlMCO s by the approved Date 00 authority text (ii) Ltd. Part Gas Fax: Grand 16. Management agreed) of for Law 5. I of document Two 3. idea Agreement the Severance +47 Crew serving the of Managers Cayman AS of original Ltd. Japan BIMCO. 97 Vessel Law (Cl. registry Management Drammensveien 55 notice and 3.5) as Shipping Fee Costs 74 Cayman 23 BIMCO (state (name, per GDF this Norway Any YES 01 April (state and cl (state THE computer yes SUEZ insertion communication place (state Islands Exchange 2014 approved annual 6. BALTIC Provisions maximum 134 or 20. Technical LNG of 2. yes no P.O.Box Law generated or amount) registered Owners Notices document Inc., deletion Supply or as AND of amount) (state no agreed) Management registry Tokyo to (state (name, 4 (Cl. document. the INTERNATIONAL office Skoyen SA to as yes shall 8.1) the Owners) postal 17. Approved (Cl. agreed) Cayman place and form USD apply. Day (ii)) 3.6) (state and no law of must (Cl. 650 NO Oslo registered Islands BIMCO cable by of as N.A. yes 3.1) year 20) registry) the be agreed) Norway MARITIME address, SRV clearly YES Bunkering International 18. (2013) 4. of assumes Day termination office no Law Joint 7. (Cl. Tel: visible. + and Commercial telex as and annual 3.7) 1) Gas no +47 (state agreed) year COUNCIL Name Arbitration and Ship law responsibility YES In Two of 97 of adjustments yes the telefax Agreement of Managers 55 Hoegh commencement 13. (Cl. Ltd registry) Management event 74 or Chartering (BIMCO) C/O 3.2) 00 (state number no LNG of for Fax: YES Hoegh according (Cl. (CI.1) any Association alternative as any Fleet +47 for 17) agreed) modification 8. (state STANDARD Services loss, of LNG Name Insurance serving 97 Management Agreement to yes 55 damage per AS 19.1, (Cl. (ISMA) Amendment SRV Period 74 notice Clause Drammensveien or 3.8) Arrangements 01 made 19.2 Joint SHIP no or Approved (Cl. (only This NO AS and expense 17 or to Gas 2) MANAGEMENT Place ; communication document the to agreed) Upon Two Owners be Notices pre-printed the as by if of (state filled a Timecharter delivery Ltd the registered result (Cl. PO Documentary (state Place yes place Insurance a 3.3) computer if Box of text to of yes AGREEMENT postal or discrepancies office the NO 4, Party registered no arbitration Managers) Skoyen this 9. (state vessel stated and generated Drammensveien Accounting Committee as dated document cable agreed) alternative from 0212 office must between Box 20 (Cl. CODE address, SHIPMAN Samsung March Oslo (Cl. 7) which Clifton Services of 20) (Cl. (i), The stated) NAME: the 3.4) Norway Hoegh telex (ii) is 3.3(i)) original Printed Heavy House NO 0277 not (state 98 (Cl. between and LNG SHIPMAN form (iii) 10. Tel: clearly NO Oslo Industries 19) 75 by yes telefax BIMCO Sale of +47 Fleet 15. Fort printed Cl. SRV visible, or 976.3) 55

24 It B provisions Joint LNG event responsibility mutually (Details Gas Fleet of any Two of Management modification of PARTI agreed for Ltd. Crew), any Hoegh between and loss, C as Annexes made damage LNG This (Budget) the to document Fleet party the A, or and expense Management pre-printed stated B, D is a D (Associated as computer Box a and text result AS 2 D of and Rune generated this of vessels) shall the discrepancies document Karlsen party prevail attached SHIPMAN stated PalGunnulfsen over which between in hereto, those Box is 98 not form 3 of the shall that clearly PART by original printed be Power this performed visible, II Agreement to BIMCO by of the Attorney authority the extent subject text approved consisting Senior of to such the BIMCO. the document original Vice of conflict conditions PART President, Any BIMCO but and I insertion and contained no this further.. PART Head approved computer or of deletion II herein. Signature(s) Fleet as document generated well management In to as the Annexes event shall (Owners) form document. apply. of must SRV A a conflict Signature(s) be Joing BIMCO (Details clearly Gas of assumes of conditions, visible. Two (Managers) Vessel), Ltd. In no the Hoegh SRV

25 ANNEX -(SRV)/Liquified mt the responsibility CODE Classification event NAME: Printed A of any (DETAILS for modification Natural by SHIPMAN Society: any BIMCO s loss, Gas OF DNV damage VESSEL Tanker made 98 idea Cargo Date or This to Cargo expense the Containment: OR of document pre-printed Agreement: VESSELS) Capacity: as a is result Mark a text 145,037.4 April computer TO of of III THE discrepancies this 2014 reinforced cbm BALTIC document generated Name LOA: of membrane between AND SHIPMAN which Vessel(s): INTERNATIONAL is the m tanks not Breadth GDF original 98 clearly Engine: form SUEZ Moulded: BIMCO visible, printed Wartsila Cape MARITIME by the approved Ann 43.4 authority text Industries Particulars m of Design document the COUNCIL of original Diesel BIMCO. Draft: of Vessel(s): and Generator (BIMCO) 11.4 this Any m computer insertion Vessel Gross approved Engine STANDARD Tonnage: Type: generated or (12L50DF*3 document deletion Shuttle SHIP document. to and shall the MANAGEMENT + ton 6L50DF Regasification form apply. Summer must BIMCO * 1) Deadweight: be IMO clearly Vessel AGREEMENT assumes Number: visible no In

26 ANNEX SHIPMAN may BIMCO. original document vary BIMCO B Any from and 98 (DETAILS insertion this time approved Date computer to of time or Agreement: OF deletion document but generated CREW) the to basis shall the April TO document. is form THE apply officers must BALTIC Details BIMCO be of clearly of AND mixed assumes Crew: visible. INTERNATIONAL nationalities. The no In responsibility Vessel the event Numbers will of MARITIME for crewed any Rank any modification loss, by Nationality a COUNCIL damage complement made This or expense (BIMCO) to document of the 27 pre-printed qualified as STANDARD a is result a computer crew text of discrepancies of under SHIP this generated nomal document MANAGEMENT between trading SHIPMAN which conditions. the is 98 original not AGREEMENT form clearly The BIMCO printed number visible, by - approved CODE authority the of officers text NAME: the

27 ANNEX THE STANDARD Date April Managers As Printed This to expense the attached document of BALTIC 2014 pre-printed by Agreement: as C BIMCO s Budget a result (BUDGET) SHIP AND is a text for of computer MANAGEMENT INTERNATIONAL idea discrepancies of the this TO first document generated year with between AGREEMENT which SHIPMAN effect MARITIME the is from original not 98 clearly the form - COUNCIL CODE Commencement BIMCO visible, printed NAME: approved (BIMCO) the by authority text SHIPMAN Date document of the of of this original BIMCO. 98 Agreement: and this BIMCO Any computer insertion approved generated or document deletion document. to shall the form apply. must BIMCO be clearly assumes visible. no responsibility In the event of for any modification loss, damage made or

28 ppthis made the expense pre-printed to document as a result text is of a discrepancies computer this document generated between which SHIPMAN is the not original clearly 98 BIMCO visible, form printed the approved text by of authority document the original of BIMCO. and this computer Any approved insertion generated document or deletion document. shall to apply. the form BIMCO must assumes be clearly no visible. responsibility In the event for any of any loss, modification damage or

29 PART 1.Definitions Owners Vessel out Crew crewing which economic generality pay, schemes, Severance legally shall injury, effects.26 Management clauses ISM Safe A.741 STCW 2. With unless hereby Subject period and to discretion this practice. 3.1 requirements, arrangements, flag rank, employment insurance, examination for of appropriate maintained language (vi) (vii) (viii) (ix) otherwise 3.2 (only The includes, alterations required be that society; (iii) lubricating (iv) Managers (v) Code visible. assumes (i) maintenance (ii) Appointment Basis take Training, valid amended required selecting dated entitled ensuring development, time early Vessel. following Technical provision Agreement operating appointment arranging of Managers training Operation include conducting qualification (see applicable members Code Annex are International (18) of II Support Insurances shipwreck duties and behalf such obliged 3.1 Vessel to means medical 94 of 95 procedures being by not 49 termination SHIPMAN to but of sick this other agreed. management not may consider sub-clauses of discipline Vessel and until to oil; of to 22 by for from Costs flag responsibility a Managers and actions Certification that more means with regulations schemes but System and incur A 1 for Agreement, words functions: sufficient of 3.8 particularly the Management event provision any pay, terms transportation pension Services 1995 managed shall flag will consider 96 than to not Costs Vessel Owners leaving the terminated of State engaging competent certificates foregoing, not the which union of and implementation places as recommendations Managers a unemployment pay are 80 attached this Ships accordance subsequent than agreed upkeep and Master duration study limited to means State Crew qualified comply surveyors Maritime the vessel of provide those Owners. indicated the applicable general day members and party of (SMS) supervision satisfied requirements. 98 to Agreement 4,2 of 41 any administration, necessary certification 50 three International negotiations; service their supply limited they standard any provided of from purpose manuals, by 55 conditions where including expressions means necessary pay, respect other officers according for mentioned referable Standard insurances shall which identified to, modification hereto. subsequent as personnel 81 may with employment issued suitably technical for country are efficiency months doctor drug Vessel. accordance the 36 year The vessels any time Managers supervising costs Watchkeeping Organization recruitment Vessel s respect amendment provided with affirmatively their 5.3). requirements; and, she accordance have Pollution engaged from of the expenses Vessel respect expenditure the that indemnity includes necessary and loss, following Managers death, save officers stated technical 8 and Crew s to Crew, sound trades, to which services providing the enable herein 101 Ship certifying without In dry to law Convention prior qualified 78 Management shall 40 details a time against accordance to management maintenance time ratings, any alcohol the amendment damage Box Crew, command where Vessel herein, domicile Clause This shall to dockings, the made supervise sickness, of with contract Managers including ship their Prevention Crew thereto. medical individual classification to provided, but tax, of absence them insurances have to with Box manning (IMO) 5) 6) stores, consultants specified functions: of prejudice shall 2. cost for them be document crew 63 of carry are including time employers Vessel; which cadet of interviews. that Crew Boxes board standards policy management social 5 general flag efficiency; 6; hereby necessary; 4 ensure passed Seafarers, loss respective70 not Managers efficient the agents with context of have STCW expense repatriation, 32 to repairs, risks Code Owners they certificate perform spares of thereto. out meanings which law repatriation; possession ISM shall training crew Standards 61 limited numbers, during pre-printed a levels,60 of vessel their unless service resolution a continuing 85 to result 67 by Agreement 84 nature authority 43 to agree 90 is Safety are personal payroll as of English which adopted incurred 93 sub- Vessel; set medical 57 otherwise standby absolute 87 as 1978, fit computer 44 for 48 to of a means shall rank their result hereby text and requires, duties the of generated assigned this nationality discrepancies party safely; document 2 identified SHIPMAN to 75 them. as per between which in 4 the Box 98 is Manager s form the not 3. 6 original clearly printed at visible, any BIMCO by time authority the approved current text of of BIMCO. 10 the document original Any and BIMCO insertion this computer approved or deletion generated document to the form document. shall must apply. be BIMCO clearly

30 PART system as accordance time and Company 5. Management instruct entered (including similar promptly cover, party (i) commencement of the Clause Fee instalments management The insertion BIMCO this Owners Insurance provisions. well applies. credit computer services Managers to shall with II 8) type which time as The for such approved SHIPMAN by of may data pollution be her Obligations with in deletion Owners to as be Policies their officers fee in under meets generated 4. advance, All shall, be written necessary defined full such entrusted accordance Owners the Managers sound debited due moneys document Vessel, the gross any performance risks manner to the shall The and date, be evidence Agreement, the no by ship obtaining 5.1 requirements liability document. tonnage, subject ratings Owners against pay extra the Standard with collected a first 6.3 The their proper Obligations as separate shall Crew ISM the first cost is instalment must the to sub-clause management of cover shall as apply. provided, and Owners Code, for respect obey Ship Insurances); their class by Managers to prevailing bank of annual the of procure, 4.1 shall the case clearly Management BIMCO management practice assuming insurance each settlement respect Owners, of being account. Managers The 3.2, Insurances reasonable to may review premiums pay and for renewal visible. circumstances that Managers they and payable assumes all of be their in reasonable provide companies, account 7.2 Owners and throughout each (iii) sums particular, of shall for: under to Agreement responsibilities responsibility name orders date services All accounts In the protect provide war (i) of the procure due no undertake calls expenses anniversary their referred and, shall: usual risks satisfaction responsibility of event to terms underwriters but the arising as and commencement insurances regular if between own the 3.5 hull (i) that Managers (including specifically without period of promote to incurred for procure Accounting office and any the use date this accounting the connection of requirements machinery modification and, specified their prejudice for accommodation, operation Agreement of under this sub-clause that parties. protection by requested, associations any their punctually Managers, subject of best interests connection Agreement: Services this loss, services, absolute Managers officers 3. endeavours with to marine This Agreement sub-clause to 7 (other and made 7.1. damage Provisions underwriters (only generality document ( the shall indemnity each but Vessel with accordance and supply office discretion risks their 6.1 Owners to law and than shall the applicable to ratings be payment 6.1: the of (including compliance (see moneys expense staff, provide and regular Pre-Printed entitled (only the operation annual of proposed (ii) and Insurances; Owners Clause consider taking agreement, any a supplied with terms the flag facilities computer if applicable Insurances ); date all crew if payable the reports event to foregoing, reasonably management of crew the matters with over a 2 of have agreed fee the text result expense, risks) to and terms by this the remain and negligence) be shall any their Vessel generated by regard of them according Box if Managers Indicate relating Agreement Owners fair stationery. of Management this agreed duties records, obtainable, third 6.2 obligations be accordance discrepancies 4) the payable this and fee Owners are Managers to document presented all and party Vessel their to SHIPMAN alternative Agreement. reasonable. according satisfied Insurances. and premiums to their (ii) subsequent safety stated Without Box responsibilities by overall designated to excess maintain provision Services under behalf with the shall which terms insured between management and ) the Owners to Managers) (i), and The Box 98 the 4.2 limiting responsibility liabilities; Clause 7. of Box they comply annual instalments is such (ii) form Income as entitled best calls by of Managers Where 15 not agents the 11) shall records services to Owners which imposed that 6 not practice printed clearly the (iii) budget original within The and system. (ii) Collected to less neither generality for Managers being allocate particular protection of shall: any hereunder. Owners Visible, (including by Box than and referred of a relation BIMCO requirements reasonable 130 interest authority prudent the be payable costs (i) 14. and available of 131 Managers ISM establish behalf a the If Insurances shall sound and to are Clause joint Expenses Provided, thereon expenses Box demand. approved deemed 132 owners text Code every of providing indemnity time expenditure sub arrange of assured, vessels by BIMCO. market supplies, of 7 the nor equal when clause month. is shall STCW of the Paid to accounting 8. are 134 however, document left any the vessels be for Management Owners as original provided value Technical with paid monthly risks be applicable. 135 Any blank may 9.1. the manpower such ; incurred held Behalf full 136 or 8.3 supply of The from (ii) that 256 third then and to

31 emergency PART expenses management termination amount reduction during Amendment The Owners request actual contained 10. without performance to prejudice indirect, the sub-contractors omission incident anything negligent liable all connection basis) that liability acting condition 379 provisions of responsibility agents actions, 307 Management Managers no entitled budget Owners under which income Budgets modification II Managers stated Unless their 353 whatsoever 344 (including SHIPMAN that properly committed from to of and herein shall Non 382 any proceedings, Owners the repair with employee for prior date. sub-clause hereunder wilful, shall no. course accordance the of estimate may for liberty fee and Right said time of otherwise Pass-through series their employed management 3. Managers Box to Services written 356 In any costs, this their indicate appear incurred expenditure entitled first Subsequent payable but except further Management of addition, 385 performance made 371 with limited obligations to herein clause 16. loss, of 98 Clause writing shall 327 contrary, not 330 year Sub-Contract additional This to 359 incidents with agent consent 275 agreed the to UNLESS by Standard only request damage period the may limited by to obligations 11.1, connection contained also 11.2, hereof working claims, Period assume them intent provided document Owners annual accordance to contrary suffer pre-printed under the 314 be If fee of the giving insurance and to writing is to Ship available the Funds same but Managers demands three that funds Vessel connection 299 for Owners provisions set expense extent cause budgets shall this that for hereunder Managers Management out incur rise the loss The capital a calendar every any 285 Agreement. their all required 348 with computer Agreement, text 265 be 336 same that premiums, period 288 Owners to be and hereby or of Managers discounts as are loss, held pursuance (including shall this decide which a acceptance adjusted according proved right, liabilities profit 339 they requirement a shall claim The result this (either Managers months Clauses such terms exceeding Annex damage Agreement, to 302 employment be recklessly reason shall undertake with have generated extend to prepared arising document Managers 324 bunkers to and form shall of lay-up shown credit directly every be the claims whatsoever have 296 to shall exemption C no run and discrepancies accordance 293 of this against deemed the provide of not as Vessel, to circumstances three out any delay accepted Responsibilities hereto. resulted SHIPMAN not the by 305 sub- of Clause required commissions provisions liability and, shall which have of keep Vessel cause 18 the (ii) Managers be months and approval Management of protect indirectly) 369 to Crew from without other or 308 never unreasonably 289 present provisions. reimburse have whatsoever 11. be solely which howsoever by contractor between for connection not right respect 383 Owners Managers whilst The and liability, 354 for than 98 until of proposed every paragraph the resulted knowledge 345 of shall prejudice clearly obtained sub-clause to from form case acting the Management required 325 to 11.3 Owners by one ensuing the exceed and this Services. of sub-contract such the Such Vessel Managers shall kind not reason annual (save 11.1 from the defence printed arising withheld. of Owners Indemnity month to submitted 357 visible, budget. a 276 course original 2.2 be 328 by separate employee the negligence, to costs, that funds 372 monthly pay a agent Force month, 8.1, time where and liable total Agreement detention the a (b) of use budget any 360 by 279 failure accordance and such arising annually Fee, of their Managers generality in losses, BIMCO In shall to authority any Majeure of - equitable Owners to 8.4 nature which bank before Schedule immunity including text Except time the trustee 315 loss, default 9.3 while ten the within each employees, continue postage by of performance In any gross of agent event of 363 Following times account. remains commit Owners employed 319 a the such received resulting may damage, approved the also - with of to by kind one proportion Neither damages event Managers III their of Vessel BIMCO. 375 any and other behalf original month budget to included sub- such whatsoever negligence their 349 not beyond payment brought 309 extent course 266 agents annual obligations loss, communication delay Managers, directly by of force document 312 the 290 is 269 of actions 9.4 and up-date own foregoing 366 the Time BIMCO agreement sub- 340 again to of Any damage, and Owners intervals of payable appointment their less management clause and The against discharge any 294 expenses Managers) 303 this funds 322 insertion Charterparty 378 solely sub-contractors Vessel) of put than following such indirectly this acting hereunder, 273 and reasonable presentation Agreement. of Hire wilful 283 approved the 3.1: provisions nor if delay nature into for them any of estimate. this three Severance 257 lay-up for benefit management Crew, (including finance 306 Rate, mutually the a and shall default service or occasional of Vessel further computer fee has expenses, or applicable from calendar Managers months within budget, would deletion their shall (i) including howsoever document between control. incurred lasts even amount payable resulted of 367 and the Based aforesaid Managers indemnified of shall 370 any Costs obligations produce agreed. this period legal not ten probably provision if 11.4 Owners the lost, before 384 generated of to year travelling such act, any 329 of Clause 355 more to thereon, running those from Managers extraordinary which shall costs Himalaya whatsoever sold arising of persons suffered mutually and absence 313 neglect adjusted circumstances 11.2 a therein actions shall being commencement Vessel hereunder. form three comparison 277 such result) mentioned apply. of 11, and may document. days Liability expenses, be otherwise remain Managers than must 261 calendar who every continue form Notwithstanding of Charterer by set are shall 280 under materialize, sub-clause 316 BIMCO 373 after their 332 any - purpose 361 terminated three item out a negligent, be to are 347 course It 287 or Managers agreed exemption, cost-pass-through 298 fully Management to between whatsoever default hold nature, such clearly that any them employees, to or 264 of (ii) credited hereby Owners months, personal prepare which might assumes pay receipt expenditure, shall liable of liability other them indication Notwithstanding 364 between 3.1, amended disposed arising not whether visible. grossly by 310 Crew Managers budget Owners expressly liability 301 a anything to 376 exceeding his - harmless out clause performance by full act (i) which budgeted Services. no their appropriate Managers part foregoing each of Support under limitation, Without of, 350 In present indemnity the direct year from Owners. basis pocket require. such of due 3.1, 341 the servants parties. while would agreed month case 295 agents against failure any each event the and as or Costs to are their 258 of be or of

32 PART this accordance which 401 proceedings outside Owners according available release operation. consider and (90) immediate nominated fail 454 improper, within \8.2Managers give Agreement 477 agreement 488 resolution appointed, be construed Arbitration conducted reference authority the approved and without satisfaction date text to aware the loss adjudged 438 notice shall meet the II a to expert Vessel of Agreement. regulations 461 necessary. days SHIPMAN for of shall document Owners 458 to passed 424 the which has effect account 498 continue 481 to Act with their BIMCO. 502 Clause reasonable inspection accordance arrange Owners, if requisitioned. by from original advice the be connection prejudice of handle it which 1996 Default sub-clause be obligations by gives Managers for suspends to the need Inspection competent been within the 428 deemed of and 13 notice until three 388 the carriage Any for Owners, 98 the if BIMCO and date or shall 418 in relation time this reached 465 so winding with 12. to the may Owners arbitrators. Standard order Vessel s insertion settle payment, 421 all 3J, Compliance 478 upon of to any computer may under be provision Documentation with If to date writing tribunal of running be give rights they approved matters 414 requested, 18.4For Vessel auditing to statutory contraband, with all give which up, terminated 509 English stated 468 cease Owners Managers demonstrate sub-clauses the satisfaction flag, Ship rise reimbursed claims shall ceases accrued 492 if A her London that days notice deletion generated handling of default, any party such to in-box-47-. with or the Management by document any make underwriters dissolution, modification law a claims the 471 be arising of moneys The entrusted to constructive the purpose 389 blockade of fail notice Laws due 411 wishing registered the receipt and originals Maritime carry requiring 5^2 to shall of the available, compliance by 408 Owners document. Where to the places between necessary any 399 the case 451 default and shall meet 443 was disputes of form by to Managers, liquidation 513 Agreement Owners. 455 in out entitled sub-clause and Regulations of Arbitrators as settlement where payable shall 447 given. them loss apply. to their respect 392 re-enactment to such of must 475 running, Owners 395 5jS Managers business guarantee involving refer 489 the have upon to obligations parties possible, arising she other to BIMCO of times with be by remedy Management of terminate to this a 18.3 sale trades. clearly of Owners her 14. Association or bankruptcy dispute the time notice prior as out claims 482 according are bond Agreement right Termination thereof makes Auditing Owners Vessel assumes may The Managers ISM 459 (including under providing 432 otherwise visible. to third constructive, to unlawful request, and be soon 499 Code requiring Vessel; writing, any 479 arbitration 17. Services 503 save Managers has Agreement of under (LMAA) Clauses mutually to parties. 416 disputes no Duration for In either special time as (i) shall this occurred. in and to Technical 440 responsibility sub-contractors security. certified or The trade, practically date any connection 483 this in 506 Agreement. will them hereunder STCW after documentation be party event compromised which date shall written Terms Managers 419 or reason arrangement of (ii) 466 the with entitled or of not all termination. giving 13.2 to 490 Vessel 422 Owners 412 agreed. upon (otherwise Management of extent appoint and 95 remedy event immediate within any request a 18.5 Vessel copies, 13.5 The Agreement and for 4 voyage to 406 which 426 shall as becomes of possible. current to necessary matters permit modification terminate and/or On any keep this This Managers default its Any aforesaid) defend 13.3 their reasonable shall of arbitrator composition arranged loss, Agreement which effect the records costs all soon to The 452 termination, a than 19. Vessel not In times a the be such Owners damage total 444 claim shall, the Managers reasonably control, Vessel and Law affecting be This done give (i) for time made accordance total notice Agreement 514 related accounts practically loss event deemed maintain The by the shall and 496 against effect for Annex anything 400 to when This loss the 448 to such notice instructed purpose for Managers be to expense 437 that Arbitration 393 with the be is shall informed reasonable terminate 453 incurred document treated is to whatever and the referred BVshall interests with pre-printed 463 if repossessed to possible. be the its (b) which also arbitration such the declared of writing. persons keep Managers lost a creditors. provisions with sub-clause by proceed third documents reconstruction Safety regarding a by have within forthwith unless the reasons, having result opinion 430 of true come not immediate upon the 460 arbitration a be party. the shall text Owners, power agreement computer by might and have proceedings Managers Management entitled 497 fail In inspect of either into a 480 of 3, constructive any This of 397 discrepancies specifically 417 control to 18.6 this to expiration cause Mortgagees. and/or the been remedy event bring effect incident Extraordinary 484 obtain to correct Agreement the 507 generated employment document Managers with The event amalgamation) extent 420 received terminate sold General of any she Vessel respect are that Crew Clause. by System termination her Agreement, the legal London it accounts has relating of breach 511 notice within carrying the between 467 underwriters compromised 491 a 449 day SHIPMAN otherwise Management for become which shall defend of Administration commenced. period Owners 508 (SMS) Termination of unduly Managers, 407 any and (ii)if or a 423 Agreement and deemed The Managers 470 accordance writing. order infringement out of Vessel. 427 technical continue year actions, of if governed to the not and/or this shall fail disposed 457 their arbitration reasonable original two Managers 98 actual being 494 stated Owners: clearly Agreement to the 512 not hazardous form menths-ninety make Vessel 474 obligations 391 arranged suits the remedy be receiver to 446 Owners with reached total made The by they BIMCO 13.4 of 434 employ This parties other Crew printed become visible, 13.1 with or shall and time 450 loss The or same total shall The 394 may Box (a) laws it her be by or is