Exhibit 4.25.5




 





Execution version


  


	
        GLOBAL LNG SAS

         

        and

         

        TOTAL GAS &
        POWER LIMITED, London, Meyrin - Geneva Branch and

         

        AND

         

        SRV JOINT GAS
        LTD.

         

	 	Deed of novation AND AMENDMENT	 


 




     

     


    

 


THIS DEED is made on 20 December
2019


 


BETWEEN:


 


		(1)	GLOBAL LNG SAS, a French société par actions simplifiée, whose
registered office is located at 1, passerelle des Reflets, 92400 Courbevoie (France), registered with the trade and companies register
of Nanterre under number 833 285 877 RCS Nanterre (the "Original Party");



 


		(2)	TOTAL GAS & POWER LIMITED, a company incorporated under the laws of England, with registered
office at 10 Upper Bank Street, Canary Wharf, London E14 5BF (UK company number 02172239), trading through its branch office TOTAL
GAS & POWER LIMITED, London, Meyrin – Geneva Branch, registered under number CHE-309.541.427 and located at Route de
l'Aéroport 10, 1215 Geneva, Switzerland ("TGPL"); and



 


		(3)	SRV JOINT GAS LTD., a company incorporated under the laws of the Cayman Islands with registered
address at Clifton House, 75 Fort Street, Grand Cayman KY1-1108, Cayman Islands, and with correspondence address at c/o Höegh
LNG AS, Drammensveien 134 NO-0277, Oslo, Norway (the "Owner")



 


(also referred
to hereinafter collectively as the "Parties").


 


INTRODUCTION:


 


		(A)	The Original Party and the Owner are parties to that certain time charter party agreement originally
dated 20 March 2007 in respect of the Vessel named NEPTUNE, (as amended and/or supplemented from time to time, the "Charter").
Each of TGPL and the Original Party is a wholly-owned subsidiary of Total S.A. 



 


		(B)	The Total group of companies has decided to transfer on 1st September 2019 its LNG trading
activity (the "LNG Business") to TGPL in Geneva, including inter alia LNG sale and purchase agreements, charterparty
agreements and LNG regasification capacity contracts entered into by the Original Party (the "Transfer").



 


		(C)	With effect from Effective Date, the Original Party will transfer by novation to TGPL, and TGPL
wishes to accept the transfer, by novation, of the Charter.



 


		(D)	With effect from the Effective Date, the Owner will accept the transfer by novation of, and to
accept TGPL as its counterparty to, the Charter



 


THIS DEED WITNESSES as follows:


 


		1.	INTERPRETATION



 


		1.1	For the purposes of this deed of novation and amendment (this "Deed"), including
its recitals, the capitalised terms used herein shall have the meanings ascribed to them below:



 


"Comfort Letter"
means a comfort letter to be provided by Total in the form set out in Appendix II of this Deed.


 


"Facility Agreement"
means a facility agreement originally dated 20 December 2007 (as amended from time to time) and made between, amongst others, (i)
the Owner as Borrower, (ii) certain banks and financial institutions as lenders and (iii) DNB Bank ASA (formerly known as DNB Nor
Bank ASA) as agent (the "Agent") and security trustee.


 






     

     


    

 


"Information Sharing
Letter" means the information sharing letter to be provided by Total set out in Appendix III of this Deed.


 


"Original Comfort Letter"
means the comfort letter dated 13 July 2018 provided to the Owner by Total.


 


"Original Ownership Undertaking"
means the letter of undertaking dated 13 July 2018 provided to the Owner by Total.


 


"Original Owner's Guarantee"
means the owner's guarantee dated 25 March 2010 provided by the Owner's Guarantors to the Original Party.


 


"Owner's Guarantee"
means the guarantee provided by the Owner's Guarantors to TGPL.


 


"Ownership Undertaking"
means the letter of undertaking to be provided to the Owner by Total in the form set out in Appendix I of this Deed.


 


"Total" means
Total S.A.


 


		1.2	Unless defined otherwise, words and expressions used in the Charter shall have the same meaning
when used in this Deed.



 


		1.3	The headings in this Deed do not affect its interpretation.



 


		1.4	References in this Deed to any contract, document or other instrument of any kind (including this
Deed) are to that contract, document or other instrument as amended, assigned, novated, restated or replaced from time to time.



 


		1.5	References in this Deed to any statute, ordinance or other law include all regulations and other
instruments and all consolidations, amendments, re-enactments or replacements of such statute, ordinance or other law.



 


		2.	CONDITIONS PRECEDENT



 


		2.1.1	The terms of section 3 of this Deed shall become effective on the date on which all of the following
conditions precedent have been satisfied:



 


		(a)	Total having issued to the Owner the Ownership Undertaking
in replacement of the Original Ownership Undertaking previously provided to Owner;



 


		(b)	Total having issued to the Owner the Comfort Letter in
replacement of the Original Comfort Letter previously provided to the Owner;



 


		(c)	TGPL having issued to the Owner, the Information Sharing
Letter;



 


		(d)	The Owner's Guarantors having issued to TGPL the Owner's
Guarantee in replacement of the Original Owner's Guarantee previously provided to the Original Party;



 


		(e)	The Owner having received, to its satisfaction, evidence
of signing authorities from each of the Original Party, TGPL and Total authorising entry into this Deed, the Information Sharing
Letter, Ownership Undertaking and the Comfort Letter;



 


		(f)	TGPL receiving, to its satisfaction, evidence of signing
authority of the Owner and the Owner's Guarantors authorising entry into this Deed and the Owner's Guarantee; and



 






     

     


    

 


		(g)	the Agent confirming in writing to the Owner the consent
of the Majority Lenders (as defined in the Facility Agreement) to the transfer by novation of the Time Charter.



 


where the date on which the above
conditions precedent have been satisfied shall be the "Effective Date".


 


		2.1.2	Promptly upon the satisfaction of the conditions precedent under section 2.1.1(d) and (f), the
Original Party shall notify the Owner of such satisfaction. Promptly upon the satisfaction of the conditions precedent under section
2.1.1(a)-(c), (e) and (g), the Owner shall notify the Original Party of such satisfaction.



 


		3.	NOVATION



 


		3.1	With effect from the Effective Date, the Original Party:



 


		(a)	transfers by novation to TGPL, and TGPL assumes, all of the Original
Party's rights, title, benefits, interest, claims and all of the Original Party's obligations and liabilities, under the Charter,
in each case, whether arising before, on or after the Effective Date; and



 


		(b)	shall cease to be a party to the Charter for all purposes and TGPL
shall become a party to the Charter in place of the Original Party.



 


		3.2	With effect from the Effective Date, TGPL:



 


		(a)	undertakes to perform, discharge and observe all obligations and
liabilities of the Original Party under the Charter that would, but for this Deed, fall to be performed, discharged or observed
by the Original Party; and



 


		(b)	agrees to be bound by all the provisions of the Charter by which
the Original Party would, but for this Deed, be bound.



 


in each case, whether arising
before, on or after the Effective Date, as if TGPL was named in the Charter in place of the Original Party.


 


		3.3	With effect from the Effective Date, the Owner:



 


		(a)	unconditionally releases and discharges the Original Party from complying
with, discharging and performing the Charter, and from all liabilities, claims and demands howsoever arising under or in connection
with the Charter and whether in contract, tort or otherwise and, in each case, whether arising before, on or after the Effective
Date;



 


		(b)	accepts the compliance, discharge and performance by TGPL of the
Charter, and the assumption by TGPL of such liabilities, claims and demands, in place of the Original Party; and



 


		(c)	agrees that TGPL shall be entitled to all rights, powers, interests
and benefits under the Charter that would, but for this Deed, subsist in favour of, or be exercisable by, the Original Party as
if TGPL were named in the Charter in place of the Original Party.



 


		3.4	Subject to section 2, the Owner, TGPL and the Original Party agree that this Deed constitutes all
actions, confirmations, consents and undertakings required by any of Owner, TGPL and the Original Party under the Charter for the
purposes of giving effect to the novation.



 






     

     


    

 


		4.	Representations



 


Each Party warrants to the other Parties that the
following statements are, as of the Effective Date, true and accurate:


 


		4.1	it is duly incorporated under the laws of its country of incorporation and has full power and authority to enter into and perform
its obligations under this Deed;



 


		4.2	the execution, delivery and performance by it of this Deed has been duly authorized by all necessary corporate actions and
does not contravene any applicable law, regulation or order binding on it or any of its assets or its constitutional documents;
and



 


		4.3	neither the execution, delivery and performance by it of this deed requires the consent or approval of, or the giving of notice
to, the registration with, or the taking of any other action in respect of any governmental authority or agency, except those which
have been obtained and are in full force and effect.



 


		5.	Amendments



 


On and from the Effective Date,
the Parties agree that:


 


		5.1	the definition of "Ownership Undertaking" in Clause 1 of the Charter shall be amended to read:



 


""Ownership Undertaking"
means the letter of undertaking provided by Total S.A. in the form set out in Schedule IX."


 


		5.2	the form of Ownership Undertaking set out in Schedule IX of the Charter shall be replaced in its entirety by the form of Ownership
Undertaking set out as Appendix 1 to this Deed.



 


		5.3	Clause 21(a)(i) of the Charter shall be deleted in its entirety and shall be replaced with the
following:



 


"(i) the Charterer may
sub-charter the Vessel by time or voyage charter (each a "Sub-Charter") at any time to any person (a "Sub-Charterer")
without Owner's consent provided that, as a condition to such sub-chartering, such Sub-Charterer undertakes in form and substance
satisfactory to Owner that:


 


		(1)	in the case of:



 


(A) Sub-Charters
of 12 months or more; or 


 


(B) Sub-Charterers
that are Affiliated Companies of Charterer, 


 


such Sub-Charterer's rights
are subject and subordinate to Owners' rights under this Charter; 


 


		(2)	any Sub-Charter will include wording consistent with Article 1.6(b) of the Consent & Agreement
set forth at Schedule VII; and



 


		(3)	such Sub-Charterer shall not assert any claim against Owner or Owners' financiers for wrongful
interference with its rights (or any similar or equivalent claim) in respect of any actions taken by Owner or Owner's financiers
in compliance with this Charter and/or the Consent & Agreement (as the case may be). 



 






     

     


    

 


The Charterer shall always
remain responsible for due fulfilment of this Charter notwithstanding any sub-chartering. Any other sub-chartering shall require
Owner's prior written consent".


 


		5.4	Article 1.6 of the form of Consent and Agreement set out in Schedule VII of the Charter shall be
deleted in its entirety and shall be replaced with the following:



 


"1.6 Assignment,
Transfer, Sub-chartering: The Charterer agrees that in the event the Charterer sub-charters the Vessel (each, a "Sub-Charter")
to any person permitted in accordance with the terms of the Charter (each a "Sub-Charterer"), the Charterer shall
procure that:


 


		(a)	such Sub-Charterer shall not assert a claim against the Finance Parties or any of them for wrongful
interference with it rights (or any similar or equivalent claim) in respect of any actions taken by the Finance Parties or any
of them which are in compliance with this Consent, and to procure that such undertaking by such Sub-Charterer is included in the
terms of the relevant Sub-Charter entered into between the Charterer and such person; and



 


		(b)	in the case of:



 


(i):
Sub-Charters of 12 months or more; or


 


(ii):
Sub-Charterers that are Affiliated Companies of the Charterer,


 


such Sub-Charterer undertakes
that its rights as sub-charterer are subject and subordinate in all respects to the rights of the Finance Parties under this Consent."


 


		5.5	TGPL's notice details for the purposes of Clause 60 of the Charter are as follows:



 


Total Gas & Power Limited,
London, Meyrin-Geneva Branch


Route de l'Aeroport 10


1215 Geneva, Switzerland


 





	Telephone number:	+41 (0)58 710 2200
	Fax number:	+41 (0)58 710 2202
	Attention: 	General Counsel
	Tel No: 	+41 22710 1112
	Email: 	legalnotices.tgp@total.com


 


		5.6	All terms and conditions of the Charter, except to the extent modified or changed by this Deed shall
remain in full force and effect.



 


		6.	General



 


		6.1	This Deed may be executed in any number of counterparts, all of which taken together shall constitute
one and the same deed, and any party (including any authorised representative of a party) may enter into this Deed by executing
a counterpart.



 


		6.2	A person who is not a party to this Deed may not enforce any of its terms under the Contracts (Rights
of Third Parties) Act 1999.



 






     

     


    

 


		6.3	Each party shall, at its own expense, do and procure the doing of all things as may be required
to give full effect to this Deed, including, without limitation, the execution of all deeds and documents.



 


		7.	MISCELLANEOUS



 


		7.1	This Deed shall be governed by and construed in accordance with English law.



 


		7.2	The provisions of Clause 53 of the Charter ("Law and Arbitration") shall apply to this Deed as if set out in full
in this Deed with any necessary modifications.



 


IN WITNESS of which this Deed has been executed and has
been delivered as a deed on the date written above.


 


	EXECUTED AND DELIVERED as a deed by GLOBAL 

LNG SAS	
        )

        )
	 
	acting by Jean-Noël Resnard, a duly authorised  signatory	
        )

        )
	/s/ Jean-Noël Resnard
	in the presence of: 	)	 
	 	 	 
	Witness's Signature	/s/ Danielle Lubin	 	 
	 	 	 
	Name:	Danielle Lubin	 	 
	Address:	10 Avenue Augustine	 	 
	                                        	92700 Colombes	 	 
	 	 	 
	EXECUTED AND DELIVERED as a deed by TOTAL

 GAS & POWER LIMITED, London, Meyrin -

 Geneva Branch.	
        )

        )
	 
	acting by Simon Binet, a director	
        )

        )
	/s/ Simon Binet
	in the presence of:        	 Anna Kirk	)	Director
	 	 	 
	Witness's Signature	/s/ Anna Kirk	 	 
	 	 	 
	Name:	Anna Kirk	 	 
	
        Address:
	10
Lewisham Road

                                    London
SE13 7QR

                                    England
	 	 



 






     

     


    

 





	EXECUTED AND DELIVERED as a deed by SRV

 JOINT GAS  LTD.	
        )

        )
	 
	acting by Parit Patani, a duly authorised signatory	
        )

        )
	/s/ Parit Patani
	in the presence of: 	)	 
	 	 	 
	Witness's Signature  	/s/ Hollie
Pickering	 	 
	 	 	 
	
        Name:
	Hollie Pickering

                                    Solicitor
	 	 
	
        Address:
	Watson Farley & Williams
LLP

                                    15 Appold Street

                                    London
EC2A 2HB
	 	 


 


 







 




     

     


    

 


[Appendix I]


 


[Form of Ownership Undertaking]


 






     

     


    

 


[Appendix II]


 


[Form of Comfort Letter]


 






     

     


    

 


[Appendix III]


 


[Form of Information Sharing Letter]