Exhibit 4.40


 


Höegh LNG Partners LP

Wessex House, 5th Floor


45 Reid Street

Hamilton, HM 12

Bermuda


 


October 1, 2015


 


Höegh LNG Ltd.


Höegh LNG Holdings Ltd.


Hoegh LNG Egypt LLC


c/o Höegh LNG AS


Drammensveien 134


N-0277 Oslo, Norway


 


Reference is made to (i) the Contribution,
Purchase and Sale Agreement, dated as of August 12, 2015 (the “Agreement”), by and among Höegh LNG Holdings
Ltd., a Bermuda exempted company (“Höegh LNG”), Höegh LNG Ltd., a Bermuda exempted company (“Höegh
LNG Ltd.” and, collectively with Höegh LNG, the “Seller Companies”), Höegh LNG Partners
LP, a Marshall Islands limited partnership (the “Partnership”), and Höegh LNG Partners Operating LLC, a
Marshall Islands limited liability company (the “Operating Company”), (ii) the Lease and Maintenance Agreement
(the “Lease and Maintenance Agreement”), dated April 15, 2015, between Hoegh LNG Cyprus Limited, a Cyprus company
(“CyprusCo”), acting through its Egyptian Branch, and Hoegh LNG Egypt LLC, an Egyptian company (“EgyptCo”)
and (iii) the Regasification Service Agreement (the “Regasification Service Agreement”), dated November 3, 2014,
between Egyptian Natural Gas Holding Company, an Egyptian company (the “Charterer”), and Höegh LNG Ltd.,
as amended pursuant to the Novation Agreement, dated March 29, 2015, among Höegh LNG, Höegh LNG Ltd., Hoegh LNG Egypt
LLC (“EgyptCo”) and the Charterer, whereby Höegh LNG Ltd. transferred to EgyptCo, and EgyptCo accepted,
all of Höegh LNG Ltd.’s rights, interests, duties and obligations under the Regasification Service Agreement. Capitalized
terms used in this letter agreement and not otherwise defined herein will have the meanings ascribed to them in the Agreement.


 


The undersigned parties hereby agree that:


 


		1.	The Partnership may participate with Höegh LNG, Höegh LNG Ltd. and EgyptCo (collectively, the “RSA Parties”)
in all discussions with the Charterer regarding the Regasification Service Agreement or the Vessel. Upon request by the Partnership,
the RSA Parties shall promptly provide copies of any correspondence with the Charterer or any other materials related to the Regasification
Service Agreement or the Vessel.



 


		2.	None of the RSA Parties shall amend, alter or otherwise modify, or permit any amendment, alteration or modification of, or
terminate the Regasification Service Agreement without the prior written consent of the Partnership.



 


		3.	Any extension or renewal of the Regasification Services Agreement or the Lease and Maintenance Agreement shall require approval
of a majority of each of (a) the board of directors of the Partnership and (b) the Conflicts Committee thereof.



 




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		4.	The Seller Companies hereby jointly and severally guarantee the payment by EgyptCo of Hire (as defined in the Lease and Maintenance
Agreement) pursuant to the Lease and Maintenance Agreement (including any interest incurred by EgyptCo pursuant to Clause 10.4
of the Lease and Maintenance Agreement), but only to the extent that the failure of EgyptCo to pay such Hire is caused by (a) the
breach by the Charterer of its obligation to pay hire pursuant to Clause 10 of the Regasification Service Agreement and EgyptCo
is unable to draw upon EGAS’ Performance Guarantee (as defined in the Regasification Service Agreement) or (b) the Charterer’s
claim of a force majeure event pursuant to Clause 21.1 (b), (c), (f) or (h) of the Regasification Service Agreement, or chemical
or radioactive contamination or ionizing radiation resulting from any of the Force Majeure Events in such clauses. To the extent
EgyptCo shall fail to pay Hire when due, the Seller Companies shall pay such Hire within 45 days of receipt of a notice from CyprusCo
requesting payment.



 


		5.	This letter agreement is incorporated by reference into the Agreement, and shall be binding upon and inure to the benefit of
the parties and their respective successors and assigns. Any disputes arising hereunder shall be resolved in the manner set forth
in Section 10.7 of the Agreement.



 


Please confirm your acceptance and agreement
of this letter agreement by signing in the space provided below. Upon your execution of this letter agreement (or counterpart copies
hereof), this letter agreement shall become binding on the parties hereto.


 


[Signature page follows]


 




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	 	Very truly yours,
	 	 
	 	HÖEGH LNG PARTNERS LP
	 	 	 
	 	By:	 	/s/ Richard Tyrrell
	 	 	Name:  	Richard Tyrrell
	 	 	Title:	Chief Executive Officer and
	 	 	 	Chief Financial Officer
	 	 
	 	HÖEGH LNG PARTNERS OPERATING LLC
	 	 	 
	 	By:	 	/s/ Richard Tyrrell
	 	 	Name:  	Richard Tyrrell
	 	 	Title:	Chief Executive Officer and
	 	 	 	Chief Financial Officer


 


Signature Page to Letter Agreement


 




     


     

    

  


	Confirmed and agreed:
	 
	Höegh LNG HOLDINGS Ltd.
	 	 
	By:	 	/s/ Camilla Nyhus-Møller
	 	Name:  	Camilla Nyhus-Møller
	 	Title:	Attorney-in-fact
	 	 
	Höegh LNG Ltd.
	 
	By:	 	/s/ Camilla Nyhus-Møller
	 	Name:  	Camilla Nyhus-Møller
	 	Title:	Attorney-in-fact
	 	 
	Hoegh LNG Egypt LLC
	 	 
	By:	 	/s/ Cathinka Kahrs Rognsvåg
	 	Name:  	Cathinka Kahrs Rognsvåg
	 	Title:	Attorney-in-fact


 


Signature Page to Letter Agreement