EX-10.14



 EXHIBIT 10.14 

 
 Execution Version 
  

			
		
	Date:	 	2 April 2014
		 	  

		 	

  
  

 
  
  

PT Hoegh LNG Lampung 
  
  
  
 Hoegh LNG Shipping Services Pte Ltd 

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
 Master maintenance agreement 







 Master maintenance agreement dated 2 April
2014             
  
 Between 
  
 PT Hoegh LNG
Lampung, a limited liability company duly established and existing under the laws of the Republic of Indonesia and having its registered office at J1 Jenderal Sudirman Kay 1, Jakarta 10220, Indonesia (“PT Hoegh”) 

 
 Hoegh LNG Shipping Services Pte Ltd, a limited liability company duly
established and existing in Singapore with its place of business at 72 Anson Road #07-02, 079911, Singapore (“HLNG SS”) 
  

Recitals 
  

	A.	 	PT Hoegh is party to the LOM, under which it shall operate and maintain an FSRU and Mooring to be located offshore Lampung, Indonesia. 


 

	B.	 	PT Hoegh intends to engage HLNG SS to provide the Services on the terms of this agreement. 

  
 Operative provisions 
  

	1.	 	Definitions and interpretation 

  

	1.1.	 	Definitions 

  

“Accepted Order” means an Order that HLNG SS has accepted in accordance with Clause 3(b). 

 
 “Affiliate” means, in relation to any person (the
“first-mentioned person”), any other person that directly or indirectly, via any number of intermediaries, is Controlled by, under common Control with, or Controls the first-mentioned person. 

 
 “Confidential Information” means the terms
of this agreement and all other documents and agreements contemplated thereby, together with any and all data, reports, records, correspondence, notes, compilations, studies and other information relating to or in any way connected with this
agreement, and all other documents and agreements contemplated thereby, that are disclosed directly or indirectly by or on behalf of the disclosing party or any of its representatives to the receiving party or any of its representatives, whether
such information is disclosed orally or in writing. 
  
 “Consequential Loss” means all loss of production, loss of profit, loss of income, loss of goodwill, loss of business, loss of anticipated saving, and any special, indirect or
consequential damage or loss. 
  

“Control” means in respect of any person, the ability (directly or indirectly) to direct that person’s affairs
and/or control the composition of its board of directors or equivalent body, including by means of: 
  

	 	(a)	 	the ownership or control (directly or indirectly) of more than 50% of the voting share capital of that person; or 


 

	 	(b)	 	the ability to direct the casting of more than 50% of the votes exercisable at general meetings of that person on all, or substantially all, matters; or


  

	 	(c)	 	the right to appoint or remove directors of the relevant person holding a majority of the voting rights at meetings of the board (or equivalent body) of that person on
all, or substantially all, matters, and “Controls” and “Controlled” shall be construed accordingly. 


  
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 “Force Majeure” means, in respect of a party, any event or circumstance
beyond its reasonable control and which it could not by the exercise of reasonable diligence avoid or mitigate. 
  

“FSRU” means the floating storage regasification unit to be delivered under the LOM. 

 
 “Good Industry Practice” means, with
respect to an undertaking, those practices, methods and acts engaged in or approved, and that degree of diligence, prudence, and foresight reasonably and ordinarily exercised, by safe, efficient, skilled and experienced persons engaged in the same
type of undertaking and under the same or similar circumstances and conditions. 
  
 “HLNG SS’s Group” means HLNG SS and its officers, directors, employees, agents, representatives, advisors and contractors. 
  
 “Insolvency Event” means, in respect of a party: 

 

	 	(a)	 	any arrangement or composition with or for the benefit of creditors being proposed or entered into by or in relation to the party in question or any application for an
interim order (including an interim administration order) or moratorium being made; 

  

	 	(b)	 	a liquidator, provisional liquidator, receiver, administrator, administrative receiver or person with similar powers taking possession of or being appointed over, or
any distress, attachment, sequestration, execution or other process being levied or enforced (and not being discharged within 14 days) upon the whole or any part of the assets of the party in question; 


 

	 	(c)	 	the party in question ceasing or threatening to cease to carry on business, or admitting in writing its inability to pay or being or becoming unable to pay its debts
within the meaning of Section 123 of the Insolvency Act 1986 (without the need to prove any fact or matter to the satisfaction of the court) or suspending or threatening to suspend payment with respect to all or any class of its debts or
becoming insolvent or commencing negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; 

  

	 	(d)	 	a petition being presented and (other than, in the case of an administration petition, any frivolous or vexatious petition or any petition which is actively defended)
not being dismissed within 14 days of presentation or a meeting being convened for the purpose of considering a resolution for the winding up or dissolution of the party in question; 


 

	 	(e)	 	the enforcement of a security interest (including the holder of a qualifying floating charge appointing an administrator or filing a notice of appointment with the
court) over any assets of the party in question; 

  

	 	(f)	 	to the extent that such an act is not specified in paragraphs (a) to (e) (inclusive) above, any legal process or proceeding which is instituted in relation to
the party in question in connection with the insolvency of that party or the inability of that party to pay its debts as they fall clue, provided that such process or proceeding is of equivalent or greater seriousness to the acts of insolvency so
specified in the said paragraphs (a) to (e); or 

  

	 	(g)	 	the party in question suffering any event analogous to any of the foregoing in any jurisdiction to which the party in question is resident or subject to.



  
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 “Lease Period” has the meaning given to that expression in the LOM.

  
 “LOM” means the amended and
restated lease, operation and maintenance agreement dated 17 October 2012, originally between Hoegh LNG Ltd and PT Perusahaan Gas Negara (Persero) Tbk, as novated by an agreement dated 18 September 2013 from Hoegh LNG Ltd to PT Hoegh, and
as novated by an agreement dated 21 February 2014 from PT Perusahaan Gas Negara (Persero) Tbk to PT PGN LNG Indonesia. 
  

“Loss” means all claims, liabilities, losses, damages, deficiencies, assessments, judgments, fines, penalties,
proceedings, actions, suits, demands, out-of-pocket costs, expenses and disbursements of any kind. 
  
 “Mooring” means the tower yoke mooring system to be installed under the LOM. 
  

“Order” means an order for Services submitted by PT Hoegh or its nominee (notified to HLNG SS) substantially in the form
set out in Schedule 3 (or such other form that HLNG SS approves from time to time). 
  
 “Order Confirmation” means HLNG SS’s confirmation of an Order substantially in the form set out in Schedule 4 (or such other form that HLNG SS approves from time to time).

  
 “Ordered Services” means
the Services the subject of an Accepted Order. 
  

“Personnel” means, in relation to a party (or any of its Affiliates), its officers, directors and employees (and any
person it hires as a consultant or agency personnel), agents, representatives, accountants, consultants, attorneys and advisors. 
  

“PT Hoegh’s Group” means PT Hoegh and its officers, directors, employees, agents, representatives, advisors and
contractors (excluding HLNG SS). 
  

“Services” means has the meaning given to that expression in Schedule 1. 

 
 “Service Fee” has the meaning given
to that expression in Schedule 2. 
  
 “Start
Date” means the date that PT Hoegh takes delivery of the FSRU under its shipbuilding contract with Hyundai Heavy Industries Co., Ltd. 
  

“Term” means the period starting with the Start Date and ending with the earlier of termination of this agreement and the
end of the Lease Period. 
  

	1.2.	 	Interpretation 

  

	 	(a)	 	In this agreement, except where the context requires otherwise, reference to: 


 

	 	(i)	 	any gender includes reference to all genders; and to the singular includes reference to the plural and vice versa; 


 

	 	(ii)	 	“writing” includes writing in faxes but not email; and cognate terms shall be construed accordingly; 


 

	 	(iii)	 	a “Recital”, “Clause” or “Schedule” is to the relevant recital, clause or schedule of or to this agreement (unless otherwise specified);
and any reference to a Clause shall include reference to all sub-clauses, paragraphs and sub-paragraphs contained therein; 


  
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	 	(iv)	 	times and dates shall be construed by reference to the Gregorian calendar; and references to time in this agreement shall be references to the time in Jakarta,
Indonesia, unless otherwise specified; 

  

	 	(v)	 	“including” means “including, without limitation,” and cognate terms shall be construed accordingly; and the ejusdem generis rule of
construction shall not apply to this agreement and general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class or examples of acts, matters or things;


  

	 	(vi)	 	this agreement or any other agreement or document includes reference to such agreement or document as varied, substituted, novated or assigned;


  

	 	(vii)	 	this agreement includes the Schedules; 

  

	 	(viii)	 	a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); 


 

	 	(ix)	 	“US dollar” or “US$” means the lawful currency of the United States of America; and 


 

	 	(x)	 	an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in
respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates to the English legal term in that jurisdiction. 


 

	 	(b)	 	Clause headings in this agreement shall not be taken into consideration in the interpretation of this agreement. 


 

	 	(c)	 	Expressions in this agreement appropriate to director, officers, documents or organs of companies, when used in relation to any person of a type other than a company,
shall be construed as references to the most nearly corresponding persons, officers, documents or organs (as the case may be) appropriate to persons of that type. 


 

	 	(d)	 	No provision of this agreement shall be interpreted or construed against a party because that party or its legal representative drafted the provision.


  

	2.	 	Supply of Services 

  

During the Term, HLNG SS shall, to the extent permissible under and subject to the applicable laws and regulations, provide (or procure
the provision of) such Services as PT Hoegh may order under Clause 3 and which HLNG SS may accept in accordance with the terms of this agreement. 
  

	3.	 	Orders 

  

	 	(a)	 	PT Hoegh (or any nominee it notifies HLNG SS of) may, from time to time during the Term, submit an Order to HLNG SS for the supply of Services specified in the Order.


  

	 	(b)	 	Each Order shall be deemed to be a separate offer by PT Hoegh to engage HLNG SS to supply (or procure the supply) the Services specified in that Order to PT Hoegh on
the terms of this agreement, and HLNG SS’s acceptance of that Order shall give rise to a binding contract between them. HLNG SS shall be free to accept or decline an Order in its absolute discretion. No Order shall be (nor deemed to be)
accepted by HLNG SS until it accepts the Order by an Order Confirmation or (if earlier) Services are provided to PT Hoegh. 


  
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	 	(c)	 	HLNG SS shall assign an order number to each Order received from PT Hoegh and inform PT Hoegh of that order number in the Order Confirmation. Each party shall use the
relevant order number in all subsequent correspondence relating to the Order. 

  

	4.	 	Services 

  

	 	(a)	 	HLNG AS shall (and PT Hoegh hereby authorises HLNG AS to) provide or procure the provision of the Ordered Services to PT Hoegh for the Service Fee.


  

	 	(b)	 	HLNG AS shall perform (or procure the performance of) the Ordered Services with reasonable skill and care and in accordance with Good Industry Practices.


  

	5.	 	Payment 

  

	 	(a)	 	The parties shall comply with Schedule 2. 

  

	 	(b)	 	Without affecting any other right or remedy available to it, HLNG SS may suspend its performance of this agreement while amounts due and payable to HLNG SS under this
agreement remain unpaid. 

  

	6.	 	Limitation of liability 

  

	 	(a)	 	PT Hoegh hereby ratifies and confirms whatever HLNG SS shall do or purport to do properly and lawfully on its behalf under or pursuant to this agreement.


  

	 	(b)	 	No member of HLNG SS’s Group shall be liable to PT Hoegh, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or
misrepresentation, or otherwise, arising out of or in connection with this agreement, for: 

  

any Consequential Loss suffered by PT Hoegh; 
  

	 	(ii)	 	any Loss suffered by PT Hoegh under or in connection with the LOM or any other agreement with a third party; or 


 

	 	(iii)	 	in respect of any Accepted Order, the Margin for that Accepted Order. 


 

	 	(c)	 	PT Hoegh indemnifies HLNG SS’s Group (and shall keep HLNG SS’s Group indemnified) against any Loss arising out of or in connection with this agreement
(whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise) in connection with: 


 
 personal injury to or sickness, disease or death of any
member of PT Hoegh’s Group; or 
  

	 	(ii)	 	loss of, recovery of, or damage to any property owned, hired or under the custody of any member of PT Hoegh’s Group. 


 

	 	(d)	 	HLNG SS indemnifies PT Hoegh’s Group (and shall keep PT Hoegh’s Group indemnified) against any Loss arising out of or in connection with this agreement
(whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise) in connection with: 


  
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	 	(i)	 	personal injury to or sickness, disease or death of any member of HLNG SS’s Group; or 

  

	 	(ii)	 	loss of, recovery of, or damage to any property owned, hired or under the custody of any member of HLNG SS’s Group (which property shall not include the FSRU or
the Mooring). 

  

	 	(e)	 	Except as expressly set out in this agreement, all warranties, conditions and other terms implied by statute or law are hereby to the fullest extent permitted by law
excluded from the agreement. 

  

	 	(f)	 	This Clause 6 survives termination or expiry of this agreement. 

  

	7.	 	Termination 

  

	 	(a)	 	Either party may terminate this agreement with immediate effect by giving written notice to the other party if the other party: 


 
 fails to pay any amount due under this agreement when
payable and such amount remains unpaid after the 14th day after being notified of such failure; 
  

	 	(ii)	 	commits a material breach of this agreement that remains unremedied after the 30th day after being notified of such breach; or 


 

	 	(iii)	 	suffers an Insolvency Event. 

  

	 	(b)	 	Either party may terminate an Accepted Order or this agreement on giving not less than 30 days’ notice to the other party. 


 

	 	(c)	 	If PT Hoegh terminates an Accepted Order or this agreement under Clause 7(b), PT Hoegh shall pay HLNG SS: 


 
 all Losses incurred by HLNG SS in cancelling arrangements
with third parties for the supply of Ordered Services; or 
  

	 	(ii)	 	if such third parties do not agree to cancel such arrangements, the Service Fee for those Ordered Services. 


 

	 	(d)	 	Any provision of this agreement expressed (or by implication is intended) to remain effective on or after termination or expiry of this agreement shall remain
effective. 

  

	 	(e)	 	Termination or expiry of this agreement shall not affect any rights or obligations of the parties that accrue before that termination or expiry. For the purpose of
termination contemplated in this agreement, the parties hereby expressly waive Article 1266 of the Indonesian Civil Code to the extent that a court pronouncement is required for the termination of this agreement. 


 

	8.	 	Force majeure 

  

	 	(a)	 	Subject to Clause 8(b), no party shall be liable for failure to perform an obligation under this agreement to the extent such failure results from Force Majeure.


  

	 	(b)	 	Clause 8(a) shall not relieve either party of any obligation to make payment under this agreement. 


 

	 	(c)	 	A party whose performance under this agreement is affected by Force Majeure shall notify the other party thereof as soon as reasonably practicable after it occurs and,
in any event, before the seventh day after such Force Majeure results in its failure to perform. 


  
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	 	(d)	 	A party prevented from performing an obligation under this agreement by Force Majeure shall resume its performance as soon as reasonably practicable.


  

	 	(e)	 	If Force Majeure prevents a party from performing its obligations under this agreement for a continuous period exceeding 30 days, either party may terminate this
agreement by notifying the other party while that Force Majeure continues to prevent the relevant party’s performance. 

  

	9.	 	Confidentiality 

  

	 	(a)	 	Each party agrees to keep Confidential Information disclosed to it by the other strictly confidential, except that either party may disclose Confidential Information
disclosed to it: 

  

	 	(i)	 	if it is already known to the public or becomes available to the public other than through the act or omission of the receiving party; 


 

	 	(ii)	 	to the extent it is required to be disclosed under law or the rules and regulations of any stock exchange of which its shares or the shares of any of its Affiliates are
listed (provided that the receiving party shall give notice of such required disclosure to the disclosing party prior to the disclosure); 

  

	 	(iii)	 	in filings with a court or arbitral body in proceedings in which the Confidential Information is relevant and in discovery arising out of such proceedings;


  

	 	(iv)	 	to any of the following persons to the extent necessary for the proper performance of that person’s duties or functions: 


 

	 	A.	an Affiliate of the receiving party; 

  

	 	B.	Personnel of the receiving party or its Affiliates; 

  

	 	C.	professional consultants, subcontractors and vendors retained by the receiving party, to the extent that they require such Confidential Information for the purposes of
assisting the receiving party to perform its obligations under this agreement (as applicable); and 

  

	 	D.	financial institutions advising on, providing or considering the provision of financing to the receiving party or any Affiliate thereof, 


 
 provided that the receiving party shall exercise due
diligence to ensure that no such person shall disclose Confidential Information to any unauthorised party or persons. 
  

	 	(b)	 	This Clause 9 survives termination or expiry of this agreement. 

  

	10.	 	Assignment 

  

	 	(a)	 	Except as provided in this Clause 10, no party shall assign, transfer, declare a trust in respect of, or in any way dispose of its rights, interests or obligations
under this agreement (an “Assignment”) without obtaining the other party’s prior written consent (which consent shall not be unreasonably withheld or delayed). 


  
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	 	(b)	 	Either party may make an Assignment of this agreement to its Affiliate upon notice to the other party. 


 

	 	(c)	 	Upon HLNG SS’s receipt of notice, PT Hoegh may make an Assignment to any person: 

  

	 	(i)	 	providing finance to PT Hoegh in respect of the FSRU or Mooring; or 


 

	 	(ii)	 	to the extent that person is assuming its rights or obligations under and in compliance with the LOM. 


 

	11.	 	Notices 

  

	 	(a)	 	Any notice or other communication required to be given under this agreement by either party to the other party shall be in writing and sent for the attention of the
addressee, and to the address and facsimile number, of the other party specified below: 

  

	 	(i)	 	Notice to PT Hoegli: 

  

			
	 Attention:
	  	President Director
		
	Address:	  	J1 Jenderal Sudirman Kay 1, Jakarta 10220, Indonesia
		
	Facsimile:	  	+62 21 574 2181

  

	 	(ii)	 	Notice to HLNG SS: 

  

			
	 Attention:
	  	Managing Director
		
	Address:	  	72 Anson Road, 407-03 Anson House, Singapore 079911
		
	Facsimile:	  	+6564386493

  
 or to such other addressee,
address, or facsimile number as the other party may from time to time designate by notice in accordance with this Clause. 
  

	 	(b)	 	Any such notice or other communication shall be deemed to have been duly given or made as follows: 


 

	 	(i)	 	in the case of a letter, whether delivered in course of the post or by hand or by courier, at the date and time of its actual delivery if within normal business hours
on a working day at the place of receipt, otherwise at the start of normal business on the next such working day; 

  

	 	(ii)	 	if sent by facsimile, when received or confirmed by sender confirmation, if received in a legible form during the recipient’s normal business hours on a working
day at the place of receipt otherwise at the start of normal business on the next such working day. 

  

	12.	 	Governing law 

  

This agreement is governed by English law. 

  
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	13.	 	Arbitration 

  

	 	(a)	 	Any dispute arising out of or in connection with the agreement, including any question regarding its existence, validity or termination, shall be referred to and
finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in
this Clause. 

  

	 	(b)	 	The tribunal shall consist of three arbitrators. 

  

	 	(c)	 	The language of the arbitration shall be English. 

  

	14.	 	Miscellaneous 

  

	14.1.	 	Anti-corruption 

  

	 	(a)	 	Each party shall ensure that neither it, its Affiliates nor any Associated Persons of them shall do any of the following: 


 

	 	(i)	 	make, promise to make, or authorise the making of any payment, gift or transfer of anything of value, directly or indirectly, to any official or employee of any
government of instrumentality of any government or to any political party or official thereof or any candidate of any political party for the purpose of influencing the action or inaction of such official, employee, political party or candidate; or


  

	 	(ii)	 	otherwise take any action, or omit to take any action, that would cause the other party to be in violation of applicable laws prohibiting corrupt business practices,
Indonesian anti-bribery laws, the Bribery Act 2010 or of the principles described in the Organisation for Economic Co-Operation and Development (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions
signed on 17 December 1997, 

  

and “Associated Person” means, in relation to a person (the “first-mentioned person”), any person (including an
employee, agent or subsidiary) who performs services for or on the first-mentioned person’s behalf. 
  

	 	(b)	 	Breach of this clause 14.1 shall be a material breach of this agreement. 


 

	14.2.	 	Rights of third parties 

  

Except under Clause 6, no person not a party to this agreement shall have any right to enforce any of its terms. No consent of any third
party is required to amend, vary, waive, or terminate all or any part of this agreement. 
  

	14.3.	 	Partial invalidity 

  

If, at any time, any provision of this agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any
jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired. 

 

	14.4.	 	Remedies and waivers 

  

No failure or delay by either party in exercising any right or remedy under this agreement shall operate as a waiver, nor shall any single
or partial exercise of any right or remedy 

  
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prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this agreement are cumulative and not exclusive of any rights or remedies
provided by law. 
  

	14.5.	 	Amendments 

  

This agreement may only be amended by written instrument signed by both parties. 
  

	14.6.	 	Counterparts 

  

This agreement may be executed in counterparts, and this has the same effect as if the signatures on each counterpart were on a single
copy hereof. 
  

	14.7.	 	Entire agreement 

  

	 	(a)	 	This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.


  

	 	(b)	 	Each party acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation,
assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement. 

  

	 	(c)	 	Nothing in this agreement shall limit or exclude any liability for fraud.  


 

	14.8.	 	Language 

  

	 	(a)	 	This agreement is executed in the English language. In compliance with Law No. 24 of 2009 regarding National Flag, Language, Emblem and Song (“Law
24/2009”), the parties agree to translate this agreement into the Indonesian language within 90 days as of the date of this agreement or any other date as agreed between the parties. The Indonesian language agreement shall have the date of this
agreement as its effective date. Such Indonesian language version shall form an integral and inseparable part of the English version. In the event of inconsistencies or differences in interpretation between the English and Indonesian texts, the
English version shall prevail and the relevant Indonesian version shall be deemed to be automatically amended to conform with and to make the relevant Indonesian text consistent with the relevant English text. 


 

	 	(b)	 	Furthermore, each party agrees it will not cite or invoke Law 24/2009 or any regulation issued thereunder, or claim that the fact this agreement was executed in the
English language only, to: 

  

	 	(i)	 	defend its non-performance or breach of its obligations under this agreement; or 


 

	 	(ii)	 	allege that this agreement is against public policy or otherwise does not constitute its legal, valid and binding obligations, enforceable against it in accordance with
its terms. 


  
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 Schedule 1 
  

“Services” comprise the following: 

 

	 	(a)	 	procuring maintenance of the FSRU to be provided by: 

  

	 	(i)	 	manufacturers of equipment used on the FSRU or comprised in the Mooring; 


 

	 	(ii)	 	specialist maintenance contractors; 

  

	 	(b)	 	planned maintenance and repairs of the FSRU, its systems and equipment; 


 

	 	(c)	 	maintenance of the Mooring in accordance with the LOM. 


  
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 Schedule 2 
  

	1.	 	Definitions 

  

“Actual Cost” means, in respect of an Ordered Service, all documented and verifiable costs (in US dollars) (including
fees paid to consultants, managerial travel expenses, accounting, legal costs, information technology services, communication, administration and overhead costs) incurred by HLNG SS in connection with the performance of the Ordered Services.

  
 “Margin” means, in respect of
an Ordered Service, the amount equal to the product of the Actual Cost multiplied by five per cent. 
  

“Service Fee” means, in respect of an Ordered Service, the aggregate of the Actual Cost and the Margin. 

 

	2.	 	Payment 

  

	 	(a)	 	HLNG SS shall, in respect of each Accepted Order, invoice PT Hoegh the aggregate of the Service Fee for each Ordered Service for that Accepted Order. HLNG SS’s
invoice shall be accompanied by a copy of all material invoices received from third parties in connection with the supply of Ordered Services. 

  

	 	(b)	 	PT Hoegh shall pay HLNG SS the amount invoiced in accordance with section 2(a) of this Schedule 2 in full before the 14th day after receiving the invoice.


  

	 	(c)	 	HLNG SS shall liaise with PT Hoegh or its appointed agent in selecting third party suppliers of Services. 


 

	 	(d)	 	HLNG SS shall endeavour to minimise the Actual Cost. 

  

	3.	 	Taxes 

  

	 	(a)	 	All amounts payable under this agreement are exclusive of any and all taxes, levies, duties, fees, withholdings, imposts or other charges of whatsoever nature imposed
by a governmental authority (including any penalties, fines or interest) (“Taxes”). 

  

	 	(b)	 	If applicable laws require PT Hoegh to deduct or withhold Taxes from amounts payable to HLNG SS under this agreement, or HLNG SS is required to pay Taxes in respect of
payments under this agreement, PT Hoegh shall gross-up such payment so that the net sum HLNG SS receives is equal to the full amount it would have received had there been no withholding or deduction for, or requirement for HLNG SS to pay, Taxes
(other than Taxes on HLNG SS’s net income). 


  
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 Schedule 3 
  
 ORDER FORM 
  

							
				
	Date of Order	 	  
	 		 	
				
	Service - description / scope of work	 	  
	 		 	
				
	Schedule for performance	 	  
	 		 	
			
	This Order form is governed by the terms of an agreement dated [DATE] between PT Hoegh LNG Lampung and Hoegh LNG Shipping Services Pte Ltd. No other terms shall apply,
notwithstanding any terms appended to this Order form.	 		 	

  
 Signed for and on behalf of PT Hoegh LNG

 Lampung 
  

	
	
	  

	Signature
	
	  

	Name and position
	
	  

	Date


  
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 Schedule 4 
  

ORDER CONFIRMATION 
  

							
				
	Order Number	 	  
	 		 	
				
	Details of Order Confirmed:	 	  
	 		 	
				
	Service - description / scope of work	 	  
	 		 	
				
	Schedule for performance	 	  
	 		 	
			
	This Order Confirmation is governed by the terms of an agreement dated [DATE] between PT Hoegh LNG Lampung and Hoegh LNG Shipping Services Pte Ltd.	 		 	

  
 Signed for and on behalf of Hoegh LNG

 Shipping Services Pte Ltd 
  

	
	
	  

	
	  

	
	  

	Date


  
 14 









 Executed as an agreement 

 

	
	 Signed for and on behalf of PT Hoegh LNG
 Lampung

	
	 /s/ PARTHSARTHI JINDAL

	Signature
	
	Parthsarthi Jindal
	 Attorney-In-Fact

	Name and position
	
	 02/04/2014

	Date
	
	 /s/ CAMILLA NYHUS-MØLLER

	Signature
	
	Camilla Nyhus-Møller
	Attorney-In-Fact
	Oslo
	
	  

	Name and position
	
	 02/04/2014

	Date


  
 15