Exhibit 4.6


  


 






 


administrative
services AGREEMENT


 


AMONG


 


HÖEGH
LNG PARTNERS LP,


 


HÖEGH
LNG Partners Operating LLC


 


and


 


Hoegh LNG
Services Ltd


 


 


 






 




    	 



    	 



    

  


TABLE OF
CONTENTS


 


	 	 	Page
	 	 	 
	Section 1.	Definitions	1
	 	 	 
	Section 2.	General	3
	 	 	 
	Section 3.	Subcontracting	3
	 	 	 
	Section 4.	Covenants	4
	 	 	 
	Section 5.	Exclusivity	4
	 	 	 
	Section 6.	Confidential Information	5
	 	 	 
	Section 7.	VAT	5
	 	 	 
	Section 8.	General Relationship Between the Parties	5
	 	 	 
	Section 9.	Indemnity	5
	 	 	 
	Section 10.	Term and Termination	5
	 	 	 
	Section 11.	Subcontractor Costs and Expenses Upon Termination	6
	 	 	 
	Section 12.	Surrender of Books and Records	6
	 	 	 
	Section 13.	Entire Agreement	7
	 	 	 
	Section 14.	Severability	7
	 	 	 
	Section 15.	Law and Arbitration	7
	 	 	 
	Section 16.	Notice	8
	 	 	 
	Section 17.	Variation	9
	 	 	 
	Section 18.	Waiver	9
	 	 	 
	Section 19.	Assignment	9
	 	 	 
	Section 20.	Third Parties	9
	 	 	 
	Section 21.	Counterparts	9


 


	Schedule A	—	MLP Administrative Services
	Schedule B	—	Operating Company Administrative Services
	Schedule C	—	Managers


 




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ADMINISTRATIVE
SERVICES AGREEMENT


 


THIS ADMINISTRATIVE
SERVICES AGREEMENT is entered into on, and effective as of, 2 July, 2014 (this “Agreement”), among
Höegh LNG Partners LP, a Marshall Islands limited partnership (the “MLP”), Höegh LNG Partners
Operating LLC, a Marshall Islands limited liability company and wholly owned subsidiary of the MLP (the “Operating
Company”), and Hoegh LNG Services Ltd, a company limited by shares registered in England and Wales with company
number 9058496 and a wholly owned subsidiary of the Operating Company (“Höegh UK”), each a
“Party” and collectively, the “Parties.”


 


RECITALS:


 


		1.	The MLP, a limited partnership whose
                                         common units representing limited partner interests in the MLP will be listed and traded
                                         on the New York Stock Exchange, and the Operating Company are holding entities that indirectly
                                         own interests in FSRUs and LNG carriers and require certain administrative services in
                                         connection with the management of the group.



 


		2.	The MLP and the Operating Company
                                         wish to engage Höegh UK to provide, or procure the provision of, administrative
                                         services to the MLP and the Operating Company on the terms set out herein.



 


In consideration of
the premises and the covenants, conditions and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


Section 1.          Definitions.
As used in this Agreement, the following terms have the respective meanings set forth below:


 


“Administrative
Services” means the MLP Administrative Services and the Operating Company Administrative Services.


 


“Agreement”
has the meaning given such term in the introduction to this Agreement.


 


“Change
of Control” means, with respect to any entity, an event in which securities of any class entitling the holders thereof
to elect a majority of the members of the board of directors or other similar governing body of the entity are acquired, directly
or indirectly, by a “person” or “group” (within the meaning of Section 13(d)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended), who did not immediately before such acquisition own securities
of the entity entitling such person or group to elect such majority (and for the purpose of this definition, any such securities
held by another person who is related to such person are deemed to be owned by such person).


 


“Closing
Date” means the closing date of the initial public offering of the MLP.


 


“Dispute”
has the meaning given such term in Section 15.


 




    	 



    	 



    

  


“General
Partner” means Höegh LNG GP LLC, a Marshall Islands limited liability company and the general partner of the
MLP.


 


“Höegh
UK” has the meaning given such term in the introduction to this Agreement.


 


“LCIA”
has the meaning given such term in Section 15.


 


“LIBOR”
means the London Interbank Offered Rate.


 


“Managers”
has the meaning given such term in Section 4(a).


 


“MLP”
has the meaning given such term in the introduction to this Agreement.


 


“MLP Administrative
Services” means the services described in Schedule A.


 


“MLP Agreement”
means the First Amended and Restated Agreement of Limited Partnership of the MLP, dated as of the Closing Date, as from time to
time amended.


 


“MLP Board”
means the Board of Directors of the MLP.


 


“Officers”
has the meaning given such term in the MLP Agreement.


 


“Operating
Company” has the meaning given such term in the introduction to this Agreement.


 


“Operating
Company Administrative Services” means the services described in Schedule B.


 


“Operating
Company Board” means the Board of Directors of the Operating Company.


 


“Partnership
Group” means the MLP, the General Partner and the subsidiaries of the MLP.


 


“Party”
or “Parties” has the meaning given such term in the introduction to this Agreement.


 


“Person”
means an individual, corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or
any other entity.


 


“Subcontractor
Costs and Expenses” has the meaning given such term in Section 3(b).


 


“Subcontractor
Due Date” has the meaning given such term in Section 3(e).


 


“Subcontractor
Services Fees” has the meaning given such term in Section 3(c).


 


“Tribunal”
has the meaning given such term in Section 15.


 




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“Unitholders”
means holders of common units representing limited partnership interests in the MLP.


 


“VAT”
means value added, goods, sales or any similar tax.


 


Section 2.          General.


 


(a)          Höegh
UK shall provide, or procure the provision of, the MLP Administrative Services to the MLP (acting reasonably) and subject to the
supervision of the MLP Board. Höegh UK may subcontract such part of the MLP Administrative Services as the MLP may authorize
from time to time; provided, however, that Höegh UK may only subcontract such portion of the MLP Administrative Services
to Höegh LNG AS, a Norwegian private limited liability company (“Höegh Norway”), or any other
Norwegian entity as described in Schedule A of that certain Administrative Services Agreement, dated on or about the same date
as this Agreement, between Höegh UK and Höegh Norway (the “Höegh UK Administrative Services Agreement”),
with any amendment of such Schedule A to be approved by the MLP. Notwithstanding any such subcontracting, Höegh UK shall
remain responsible and primarily liable for the provision of the MLP Administrative Services. For the avoidance of doubt, Höegh
UK shall not take any decisions relating to the business strategies of the MLP.


 


(b)          Höegh
UK shall provide, or procure the provision of, the Operating Company Administrative Services to the Operating Company (acting
reasonably) and subject to the supervision of the Operating Company Board. Höegh UK may subcontract such part of the Operating
Company Administrative Services as it deems advisable or appropriate in its sole discretion and with the prior written consent
of the Operating Company; provided, however, that Höegh UK may only subcontract such portion of the Operating Company
Administrative Services to Höegh Norway or any other Norwegian entity as described in Schedule A of the Höegh
UK Administrative Services Agreement, with any amendment of such Schedule A to be approved by the Operating Company. Notwithstanding
any such subcontracting, Höegh UK shall remain responsible and primarily liable for the provision of the Operating Company
Administrative Services. For the avoidance of doubt, Höegh UK shall not take any decisions relating to the business strategies
of the Operating Company.


 


Section 3.          Subcontracting.
If the MLP, the Operating Company and Höegh UK agree that Höegh UK shall perform all or part of the Administrative Services,
the terms of such subcontracting arrangement will be as follows:


 


(a)          Höegh
UK shall comply with the covenants set out in Section 4, Section 5 and Section 12;


 


(b)          the
MLP or the Operating Company shall reimburse Höegh UK on a monthly basis in arrears for all costs and expenses reasonably
incurred by Höegh UK (the “Subcontractor Costs and Expenses”) in connection with the provision
of the Administrative Services for the preceding month;


 


(c)          the
MLP or the Operating Company shall pay to Höegh UK on a monthly basis in arrears a services fee equal to 5.00%
of the Subcontractor Costs and Expenses that relate to salary and benefits for the preceding month (the “Subcontractor
Services Fees”);


 




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(d)          within
20 days after the end of each calendar month, Höegh UK shall submit to the Operating Company for payment an invoice
covering the Subcontractor Costs and Expenses and the Subcontractor Services Fees. Each invoice will contain such supporting detail
as may be reasonably required to validate such amounts due; and


 


(e)          the
MLP or the Operating Company shall make payment owed pursuant to this Section 2(a) promptly upon receipt
of each invoice (any such day on which a payment is due, a “Subcontractor Due Date”). All invoices for
the Subcontractor Costs and Expenses and the Subcontractor Services Fees will be submitted in and paid in U.S. Dollars. All
amounts not paid within 10 days after the Subcontractor Due Date bear interest at the rate of 3.00% per annum above the three-month
US$ LIBOR rate as at the Subcontractor Due Date from such Subcontractor Due Date until the date payment is received in
full by Höegh UK.


 


Section 4.          Covenants.
During the term of this Agreement, Höegh UK shall:


 


(a)          cause
those of its officers set forth on Schedule C and any other of its officers or employees as the MLP Board may from
time to time reasonably request (collectively, the “Managers”) to hold the positions, and provide the
services associated with such positions, set forth on Schedule C;


 


(b)          procure
that the Managers hold the positions, and provide the services associated with such positions, set forth on Schedule C
to the same level of skill and care as would be required of them by applicable law and the terms of the MLP Agreement if they
were Officers of the MLP;


 


(c)          perform,
or procure the performance of, the Administrative Services in a diligent manner;


 


(d)          retain,
or procure at all times the retention by any Person to whom performance of the Administrative Services is subcontracted from time
to time of, sufficiently qualified staff to provide the Administrative Services;


 


(e)          keep,
and procure the keeping by any Person to whom performance of the Administrative Services is subcontracted of, full and proper
books, records and accounts showing clearly all transactions relating to the provision of the Administrative Services in accordance
with established general commercial practices and in accordance with U.S. generally accepted accounting principles, and provide
or procure access to the MLP and the Operating Company and their representatives to audit and examine such books, records and
accounts at any time during customary business hours; and


 


(f)          comply,
and procure the compliance by any Person to whom performance of the Administrative Services is subcontracted, with all laws and
regulations applicable to the Parties, including, but not limited to, the U.S. Foreign Corrupt Practices Act 1977 and the
U.K. Bribery Act 2010 and any other anti-corruption legislation.


 


Section 5.          Exclusivity.
Höegh UK and its employees shall not, without the prior written consent of the MLP and the Operating Company (not to be unreasonably
withheld or delayed), provide services of a nature similar to the Administrative Services to any other Person.


 




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Section 6.          Confidential
Information. Höegh UK shall, and shall procure that any Person to whom performance of any of the Administrative Services
is subcontracted, keep confidential, all information it has acquired or developed in the course of providing the Administrative
Services.


 


Section 7.          VAT.


 


(a)          All
amounts payable under this Agreement are deemed to be exclusive of VAT, which will be payable upon receipt of a valid VAT invoice,
if subject to VAT.


 


(b)          Where
this Agreement requires one Party to reimburse another for any costs or expenses, the payer shall, at the same time, pay the payee
all VAT incurred by the payee in respect of those costs or expenses. The amount payable will be the amount that the payee reasonably
determines is the amount that neither it, nor any other member of any group of which it is a member for VAT purposes, is entitled
to recover from the relevant tax authority in respect of the VAT.


 


Section 8.          General
Relationship Between the Parties. Höegh UK and any subcontractors shall perform the Administrative Services as independent
contractors and the Parties do not intend, and nothing herein will be interpreted so as, to create a partnership or joint venture
relationship or agency relationship between Höegh UK and any one or more of the MLP, the Operating Company, the General Partner
or any other member of the Partnership Group. Nothing in this Agreement creates any employment relationship between the MLP, on
the one hand, and the Managers or any other Person performing the Administrative Services, on the other.


 


Section 9.          Indemnity.
The MLP and the Operating Company shall indemnify and hold harmless any Person to whom provision of the Administrative Services
is subcontracted in accordance with the terms of this Agreement (including Höegh UK and its subcontractors) and their officers,
employees and agents against all actions, proceedings, claims, demands or liabilities that may be brought against them due to
the performance of the Administrative Services, including, without limitation, all actions, proceedings, claims, demands or liabilities
brought under the environmental laws of any jurisdiction, and against and in respect of all costs and expenses (including legal
costs and expenses on a full indemnity basis) they may suffer or incur due to defending or settling same; provided, however, that
such indemnity excludes any or all losses, actions, proceedings, claims, demands, costs, damages, expenses and liabilities whatsoever
to the extent that they are caused by or due to the fraud, willful misconduct or gross negligence of such subcontractor or its
officers, employees or agents. Any such subcontractor and each of its officers, employees and agents may enforce the provisions
of this Section 9 in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999.


 


Section 10.         Term
and Termination. This Agreement terminates on the fifth anniversary of the date at the head of this Agreement or if terminated:


 


(a)          by
the MLP Board and the board of directors of the Operating Company upon 90 days’ written notice for any reason in its
sole discretion; or


 




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(b)          by
Höegh UK upon 90 days’ written notice if:


 


(i)          there
is a Change of Control of the MLP or the General Partner;


 


(ii)         a
receiver is appointed for all or substantially all of the property of the MLP or the Operating Company ;


 


(iii)        an
order is made to wind up the MLP or the Operating Company;


 


(iv)        a
final judgment, order or decree that materially and adversely affects the ability of the MLP or the Operating Company to perform
under this Agreement will have been obtained or entered against the MLP or the Operating Company, and such judgment, order or
decree will not have been vacated, discharged or stayed; or


 


(v)         the
MLP makes a general assignment for the benefit of its creditors, files a petition in bankruptcy or for liquidation, is adjudged
insolvent or bankrupt, commences any proceeding for a reorganization or arrangement of debts, dissolution or liquidation under
any law or statute or of any jurisdiction applicable thereto or if any such proceeding is commenced.


 


Notwithstanding the
foregoing and as provided in Schedule C, the arrangement with respect to the positions held, and the provision of services
associated with such positions, by any or all of the Managers may be terminated at any time with respect to any or all of such
Managers by the MLP Board in its sole discretion. Such positions, and the provision of services associated with such positions,
terminate immediately upon delivery by the MLP Board of written notice to the Operating Company. The termination of the positions
held, and the provision of services associated with such positions, by any or all of the Managers does not constitute a termination
of the other provisions of this Agreement.


 


Any termination of this
Agreement is without prejudice to any accrued rights and liabilities of any Party subsisting as at the date of termination. Notwithstanding
the termination of this Agreement, the provisions of Section 6, Section 9, Section 10, Section 11,
Section 12, Section 13, Section 14, Section 15, Section 17, Section 18
and Section 19 shall survive the termination and will remain in force and binding on the Parties.


 


Section 11.         Subcontractor
Costs and Expenses Upon Termination. Upon termination of this Agreement in accordance with Section 10, the MLP
and the Operating Company shall be obligated to pay any and all amounts payable pursuant to Section 3 for the applicable
Administrative Services provided prior to the time of termination.


 


Section 12.         Surrender
of Books and Records. Upon termination of this Agreement, Höegh UK shall forthwith surrender to the MLP and the Operating
Company, or procure the surrender to the MLP and the Operating Company, of any and all books, records, documents and other property
relating to this Agreement and to the business, finance, technology, trademarks or affairs of the MLP and any member of the Partnership
Group and, except as required by law, shall not retain any copies of same.


 




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Section 13.         Entire
Agreement. This Agreement constitutes the entire agreement of the Parties relating to the matters contained herein, superseding
all prior contracts or agreements, whether oral or written, relating to the matters contained herein.


 


Section 14.         Severability.
If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to
any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances will not be
affected thereby and will be enforced to the greatest extent permitted by law.


 


Section 15.         Law
and Arbitration. This Agreement (including the agreement as to arbitration contained herein) and any dispute or claim arising
out of or in connection with it (including disputes as to regarding its existence, validity or termination) or its subject matter
or formation (including non-contractual disputes or claims) (a “Dispute”) will be governed by, and construed
in accordance with, the substantive laws of England and Wales without reference to any choice of law principle that would result
in the application of any other law.


 


The Parties specifically
acknowledge that the terms of this Agreement represent their sole and express intent, to the exclusion of any other intent, and
they specifically disclaim the application of any provision of the applicable law, legal doctrine, or principle that would permit
variance or avoidance of these terms.


 


Any Dispute will be
referred to and finally resolved by arbitration under the rules of arbitration of the London Court of International Arbitration
(the “LCIA”), which rules are deemed to be incorporated herein. The seat (or legal place) of arbitration
will be London, England. The language of the arbitration will be English.


 


The tribunal (the “Tribunal”)
will consist of one arbitrator. The Parties shall jointly nominate the sole arbitrator within 30 days of the request for arbitration.
If the Parties fail to agree on the sole arbitrator within such time, the LCIA court shall appoint the arbitrator on an expedited
basis.


 


Any award will be final
and binding on the Parties and may be confirmed in, and judgment upon the award entered by, any court having jurisdiction. The
Parties hereby waive any reference to the courts under Sections 45 and 69 of the Arbitration Act 1996.


 


The Tribunal shall render
a final award in any arbitration within six months of the appointment of the Tribunal by the LCIA court. This time limit
may only be extended with the consent of the Parties or by the Tribunal for good cause shown, provided, that no award will be
invalid even if it is not rendered within the time period herein specified, or not rendered within any extended period. At the
earliest opportunity, the Tribunal shall, in consultation with the Parties, set out a procedural timetable for the service of
pleadings and evidence. Any pleading or evidence served otherwise than in compliance with such timetable will be struck out by
the Tribunal, unless the submitting Party shows good cause for the deviation and has been granted an appropriate extension by
the Tribunal (ahead of the expiration of the relevant deadline), bearing in mind the effect such extension will or may have on
the case timetable.


 




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The Parties agree that
there will be a presumption that there will be no disclosure or discovery of documents, save for the documents that each Party
intends to rely upon. To the extent that the Tribunal considers that it may be appropriate to order any document production beyond
this, it will be guided by the IBA Rules of the Taking of Evidence in International Commercial Arbitration in doing so.


 


The Parties agree that,
if any provision of this Agreement is not performed in accordance with its terms, irreparable damage may occur and, notwithstanding
this Section 15, the Party affected thereby is entitled to apply to the courts of England and Wales for an interim
injunction to prevent such breach, or continuing breach, of this Agreement and/or specific performance of the provisions hereof,
in addition to any other remedy available under English law, including those prescribed by Section 44 of the Arbitration
Act 1996. The Parties agree that any application to the courts of England and Wales made hereunder is one of urgency, and legal
proceedings may be immediately commenced in the English courts, notwithstanding that the arbitration procedure prescribed in this
Section 15 has not yet been initiated. Any injunction or order so issued will be enforceable in any court having jurisdiction
over any Party.


 


Section 16.         Notice.
Notice under this Agreement will be given (via hand delivery or facsimile) as follows:


 


If to the MLP:


 


Attn: Richard Tyrrell


c/o Hoegh LNG Services Ltd


150 Minories


London, England, United Kingdom


EC3N 1LS


Telephone: +44 207 347 5396


Fax: +44 207 347 5405


 


If to the Operating Company:


 


Attn: Richard Tyrrell


c/o Hoegh LNG Services Ltd


150 Minories


London, England, United Kingdom


EC3N 1LS


Telephone: +44 207 347 5396


Fax: +44 207 347 5405


 




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If to Höegh UK:


 


Attn: Richard Tyrrell


Hoegh LNG Services Ltd


150 Minories


London, England, United Kingdom


EC3N 1LS


Telephone: +44 207 347 5396


Fax: +44 207 347 5405


 


Section 17.         Variation.
Any variation to this Agreement will not be effective unless it is made in writing and signed by all of the Parties.


 


Section 18.         Waiver.
The failure of either Party to enforce any term of this Agreement does not act as a waiver. Any waiver must be specifically stated
as such in writing.


 


Section 19.         Assignment.
No Party is permitted to assign or otherwise dispose of the benefit of this Agreement without the prior written consent of the
other Parties. This Agreement is binding upon and inure to the benefit of the Parties’ successors and assigns.


 


Section 20.         Third
Parties. Save as expressly provided by this Agreement, a Person who is not a Party has no right to enforce or to receive the
benefit of this Agreement under the Contracts (Rights of Third Parties) Act 1999. Notwithstanding the foregoing, the Parties may
terminate, rescind or agree to any variation, waiver or settlement under this Agreement without the consent of any other Person.


 


Section 21.         Counterparts.
This Agreement may be executed in any number of counterparts with the same effect as if all signatory Parties had signed the same
document. All counterparts are to be construed together and constitute one and the same instrument.


 


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INTENTIONALLY BLANK]


 




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IN WITNESS WHEREOF,
the Parties have executed this Agreement on, and effective as of, the date first above written.


 


	 	HÖegh
    lng partners lp
	 	 	 
	 	By:	/s/ Richard Tyrrell
	 	 	Name:  Richard Tyrrell
	 	 	Title:  CEO/CFO
	 	 	 
		HÖEGH LNG Partners Operating LLC
	 	 	 
		By:	/s/ Richard Tyrrell
	 		Name: Richard Tyrrell
	 		Title: CEO/CFO
	 	 	 
		Hoegh
    LNG Services Ltd
	 	 	 
		By:	/s/ Richard Tyrrell
	 		Name: Richard Tyrrell
	 		Title: Director


 


Signature
Page to the

Administrative Services Agreement


among
the MLP, the Operating Company and Höegh UK


 




    	 



    	 



    

  


SCHEDULE A


 


MLP ADMINISTRATIVE
SERVICES


 


Höegh UK shall
provide, or subcontract the provision of, such of the following administrative services (the “MLP Administrative Services”)
to the MLP, as the MLP Board may from time to time request and direct Höegh UK to provide pursuant to this Agreement:


 


(a)          Assist
with the commercial management of the MLP and the execution of the business strategies of the MLP and investment decisions taken
by the MLP Board, provided, that nothing herein permits or authorizes Höegh UK to make any strategic or investment decisions
for or on behalf of the MLP;


 


(b)          Keep
and maintain at all times books, records and accounts that contain particulars of receipts and disbursements relating to the assets
and liabilities of the MLP, and such books, records and accounts will be kept pursuant to normal commercial practices that permit
the MLP to prepare or cause to be prepared financial statements in accordance with U.S. generally accepted accounting principles
and in each case will also be in accordance with those financial statements required to be kept by the MLP under applicable federal
securities laws and regulations in the United States and as the MLP is required to keep and file under applicable foreign taxing
regulations and the U.S. Internal Revenue Code of 1986, as amended, and the regulations applicable with respect thereto,
all as amended from time to time, provided that any register of members of the MLP shall be kept outside the United Kingdom;


 


(c)          Prepare
all such returns, filings and documents, for review and approval by the MLP as may be required under the MLP Agreement, as well
as such other returns, filings, documents and instruments as may from time to time be requested or instructed by the MLP, and
file such documents, as applicable, as directed by the MLP with the relevant authority;


 


(d)          Provide,
or arrange for the provision of, advisory services to the MLP with respect to the MLP’s obligations under applicable securities
laws and regulations in the United States and assist the MLP in arranging for compliance with continuous disclosure obligations
under applicable securities laws and regulations and the rules and regulations of the New York Stock Exchange, the U.S. Securities
and Exchange Commission and the Sarbanes–Oxley Act of 2002 and any other securities exchange upon which the MLP’s
securities are listed, including the preparation for review, approval and filing by the MLP of reports and other documents with
all applicable regulatory authorities, provided, that nothing herein permits or authorizes Höegh UK to act for or on behalf
of the MLP in its relationship with regulatory authorities, except to the extent that specific authorization may from time to
time be given by the MLP;


 


(e)          Provide,
or arrange for the provision of, advisory, clerical and investor relations services to assist and support the MLP, attending roadshows
and promoting investment in the MLP, planning and executing investor relations activities and communications with potential investors,
the financial community and the Unitholders, including in connection with disclosures that may be required for regulatory compliance
to the Unitholders and the wider financial markets, as the MLP may from time to time request or direct, provided, that nothing
herein permits or authorizes Höegh UK to determine the content of any such communications by the MLP to the Unitholders and
the wider financial markets;


 




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(f)          At
the request and under the direction of the MLP, handle, or arrange for the handling of, all administrative and clerical matters
in respect of (i) the call and arrangement of all meetings of the Unitholders pursuant to the MLP Agreement, (ii) the
preparation of all materials (including notices of meetings and information circulars) in respect thereof and (iii) the submission
of all such materials to the MLP in sufficient time prior to the dates upon which they must be mailed, filed or otherwise relied
upon so that the MLP has full opportunity to review, approve, execute and return them to Höegh UK for filing or mailing or
other disposition as the MLP may require or direct;


 


(g)          Provide,
or arrange for the provision of, or secure sufficient and necessary office space, equipment and personnel, including all accounting,
clerical, secretarial, corporate, administrative and information technology services, as may be reasonably necessary for the performance
of the MLP’s business (outside the United Kingdom);


 


(h)          Arrange
for the provision of such audit, accounting, legal, insurance and other professional services as are reasonably required by the
MLP from time to time in connection with the discharge of its responsibilities under the MLP Agreement (including the review of
quarterly and annual reports), to the extent such advice and analysis can be reasonably provided or arranged by Höegh UK,
provided, that nothing herein permits or authorizes Höegh UK to select the auditor of the MLP, which will be selected in
accordance with the provisions for the appointment of the auditor pursuant to the MLP Agreement or as otherwise required by law
governing the MLP, or to communicate with the auditor other than in the ordinary course of making such books and records available
for review as the auditor may require and to respond to queries from the auditor with respect to the accounts and statements prepared
by, or arranged by, Höegh UK, and in particular Höegh UK shall not have any of the authorities, rights or responsibilities
of the audit committee of the MLP Board, but shall provide, or arrange for the provision of, information to such committee as
may from time to time be required or requested, and provided further, that nothing herein entitles Höegh UK to retain legal
counsel for the MLP unless such selection is specifically approved by the MLP Board;


 


(i)          Provide,
or arrange for the provision of, such assistance and support as the MLP may from time to time request in connection with any new
or existing capitalization or financing of the MLP, including executing bank financing and capital markets transactions, such
assistance and support to be provided in accordance with the direction, and under the supervision, of the MLP Board, provided
that Höegh UK shall not take any decision on entering into such transactions;


 


(j)          Provide,
or arrange for the provision of, such administrative and clerical services as may be required by the MLP to support and assist
the MLP in considering any future acquisitions or divestments of assets of the MLP and for the integration of any businesses or
assets acquired by the MLP, all in accordance with the direction and under the supervision of the MLP Board;


 




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(k)          Provide,
or arrange for the provision of, such support and assistance to the MLP as the MLP may from time to time request in connection
with any future offerings of equity or debt securities that the MLP may at any time determine is desirable for the MLP, all under
the direction and supervision of the MLP Board;


 


(l)          Provide,
or arrange for the provision of, at the request and under the direction of the MLP Board, such communications to the transfer
agent for the MLP as may be necessary or desirable;


 


(m)          Prepare
and provide, or arrange for the preparation and provision of, regular cash reports and other accounting information for review
by the MLP, so as to permit and enable the MLP Board to make all determinations of financial matters required to be made pursuant
to the MLP Agreement, including the determination of amounts available for distribution by the MLP to the Unitholders, and to
assist the MLP in making arrangements with the transfer agent for the MLP for the payment of distributions to the Unitholders
in accordance with the MLP Agreement;


 


(n)          Provide,
or arrange for the provision of, such assistance to the MLP as the MLP Board may request or direct with respect to the performance
of the obligations to the Unitholders under the MLP Agreement and to provide monitoring of various obligations and rights under
agreements entered into by the MLP and to provide advance reports on a timely basis to the MLP advising of steps, procedures and
compliance issues under such agreements, so as to enable the MLP to make all such decisions as would be necessary or desirable
thereunder;


 


(o)          Provide,
or arrange for the provision of, such additional administrative and clerical services pertaining to the MLP, the assets and liabilities
of the MLP and the Unitholders and matters incidental thereto as may be reasonably requested by the MLP Board from time to time;


 


(p)          Negotiate
and arrange, at the request and under the direction of the MLP Board, for interest rate swap agreements, foreign currency contracts,
forward exchange contracts and any other hedging arrangements, provided that Höegh UK shall not have authority to execute
such agreements;


 


(q)          Provide,
or arrange for the provision of, information technology services;


 


(r)          Maintain,
or arrange for the maintenance of, the MLP’s and the MLP’s subsidiaries’ existence and good standing in necessary
jurisdictions;


 


(s)          Monitor
and maintain compliance with loan and credit terms with lenders; and


 


(t)          Provide,
or arrange for the provision of, at the request and under the direction of the MLP Board, cash management and services, including
assistance with preparation of budgets, overseeing banking services and bank accounts and arranging for the deposit of funds.


 




    	A-3



    	 



    

  


SCHEDULE B


 


Operating
Company ADMINISTRATIVE SERVICES


 


Höegh UK shall
provide, or subcontract the provision of, such of the following administrative services (the “Operating Company Administrative
Services”) to the Operating Company, as the board of directors of the Operating Company may from time to time request
and direct Höegh UK to provide pursuant to this Agreement:


 


(a)          Provide,
or arrange for the provision of, advice on cash management and services;


 


(b)          Arrange
for the preparation and provision of regular cash reports and other accounting information for review by the Operating Company,
so as to permit and enable the board of directors of the Operating Company to make the determination of amounts available for
distribution by the Operating Company to the MLP; and


 


(c)          Provide,
or arrange for the provision of, advice on financing and other agreements into which the Operating Company is considering entering.


 




    	B-1



    	 



    

  


SCHEDULE C


 


MANAGERS


 


	 

        Name
	 	Position with the

        Operating Company
	 	Position with the MLP
	 	 	 	 	 
	Richard Tyrrell	 	Chief Executive Officer and

 Chief Financial Officer	 	Chief Executive Officer and Chief

 Financial Officer


 




    	C-1