Exhibit 4.38.1


 


Dated 20 December 2019


 


Between





 


SRV JOINT GAS TWO LTD.


as Borrower


 


and


 


DNB BANK ASA


(formerly known as DnB NOR BANK ASA)


as Security Trustee and as Agent for
the Finance Parties


 





__________________________________________________________________________________________


 


AMENDMENT AGREEMENT RELATING TO A USD300,000,000


TERM FACILITY AGREEMENT DATED 20 DECEMBER
2007 


(AS AMENDED ON 25 MARCH 2010, 26 AUGUST
2010


AND 29 JUNE 2012)


__________________________________________________________________________________________


 


Ince


Aldgate Tower 


2 Leman Street 


London E1 8QN 


 


Tel: +44 (0) 20 7481 0010


Fax: +44 (0) 20 7481 4968


 






    	 	1	 



    



    

 


THIS AGREEMENT is dated 20 December
2019 and made between:


 


		(1)	SRV JOINT GAS TWO LTD. as borrower (the "Borrower");



 


		(2)	DNB BANK ASA (formerly known as DnB NOR Bank ASA) as security trustee (the "Security
Trustee"); and



 


		(3)	DNB BANK ASA (formerly known as DnB NOR Bank ASA) as agent for the Finance Parties (the
 "Agent").



 


IT IS AGREED as follows:


 


		1	DEFINITIONS AND INTERPRETATION



 


		1.1	Definitions



 


In this Agreement:


 


"Amended Facility Agreement"
means the Original Facility Agreement, as amended by this Agreement.


 


"Charter"
means the time charterparty of the Ship dated 20 March 2007, originally entered into between the Borrower and the Original Charterer,
as novated by a first novation agreement dated 25 March 2010 entered into between the Borrower, the Original Charterer and Global
LNG SAS (formerly known as Global LNG Supply SA) as replacement charterer (the “Intermediate Charterer”) and
as amended by the First Charter Amendment, the Second Charter Amendment, a third amendment dated 23 April 2014, the Fourth Charter
Amendment and to be further amended by a second novation agreement dated December 2019 entered into between the Borrower, the Intermediate
Charterer and the Charterer (the “Novation Agreement”).


 


“Charterer”
means Total Gas and Power Limited, a company incorporated in England with company number 02172239 and having its registered office
at 13th Floor, 10 Upper Bank Street, Canary Wharf, London, E14 5BF and trading through its Geneva Branch office Total
Gas and Power Limited, London, Meyrin – Geneva Branch at Route de l’Aeroport 10, 1215, Geneva, Switzerland;


 


“Charter Assignment”
means the assignment of the rights of the Borrower under the Charter to be executed by the Borrower and the Security Trustee
in agreed form replacing the charter assignment for the Ship dated 25 March 2010 (the “Existing Charter Assignment”).


 


“Charter Ownership
Undertaking” means the undertaking from the Project Sponsor as defined in Clause 3.3(a) to the Borrower dated December
2019 replacing the charter ownership undertaking dated 13 July 2018 (the “Existing Charter Ownership Undertaking”);


 


“Comfort Letter”
means the letter dated December 2019 from the Project Sponsor to the Borrower replacing the comfort letter dated 13 July 2018
(the “Existing Comfort Letter”);


 


"Effective Date"
means the date on which the Agent confirms to the Borrower that it has received each of the documents listed in Schedule 1
(Conditions Precedent) in a form and substance satisfactory to the Agent.


 






    	 	2	 



    



    

 


“Existing Consent
and Agreement” means the Consent and Agreement dated 25 March 2010 between the Borrower, the Intermediate Charterer and
the Security Trustee;


 


“Information Sharing
Letter” means the letter from the Project Sponsor dated December 2019 replacing the information sharing letter dated
13 July 2018 (the “Existing Information Sharing Letter”);


 


"Original Facility
Agreement" means the Facility Agreement dated 20 December 2007 as amended on 25 March 2010, 26 August 2010 and 29 June
2012 between the Borrower, the Agent and the other Finance Parties; and


 


“Consent and Agreement”
means the Consent and Agreement to be made between the Borrower, the Charterer and the Security Trustee, in the form prescribed
in the Charter (but amended in accordance with the Novation Agreement) replacing the Existing Consent and Agreement.


 


“Replacement Security
Documents” means:


 


		(a)	the Charter Assignment; and



 


		(b)	the Consent and Agreement.



 


“Replacement
Underlying Documents” means:


 


		(a)	the Charter Ownership Undertaking;



 


		(b)	the Comfort Letter;



 


		(c)	the Information Sharing Letter; and



 


		(d)	the Charter.



 


		1.2	Incorporation of defined terms



 


		(a)	Unless a contrary indication appears, a term used in the Original Facility Agreement has the same
meaning in this Agreement.



 


		(b)	The principles of construction set out in the Original Facility Agreement shall have effect as
if set out in this Agreement.



 


		1.3	Clauses



 


		(a)	In this Agreement any reference to a "Clause" or a "Schedule" is, unless the
context otherwise requires, a reference to a Clause or a Schedule of this Agreement.



 


		(b)	Clause and Schedule headings are for ease of reference only.



 


		1.4	Third Party Rights



 


A person who is not a party
to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any
term of this Agreement.


 






    	 	3	 



    



    

 


		1.5	Designation



 


In accordance with the Original
Facility Agreement, the Agent and the Borrower designate this Agreement as a Finance Document.


 


		2	CONSENTS



 


With
effect from the Effective Date, the Agent (acting with the consent and authorisation of the Majority Lenders) gives its consent
to the amendments to the Charter as contained in the Novation Agreement (as required under Clause 23.12 of the Original Facility
Agreement and Clause 4.2 of the Charter Assignment). 


 


		3	AMENDMENTS



 


		3.1	With effect from the Effective Date, Clause 1.1 of the Original
Facility Agreement shall be amended as follows:



 


		(a)	by replacing the definition of “Charter” and “Charterer” in the Original
Facility Agreement with the definition of such term in Clause 1.1 of this Agreement;



 


		(b)	by replacing the definitions of “Charter Ownership Undertaking”, “Comfort Letter
and “Information Sharing Letter” in the Original Facility Agreement with the definitions of such terms in Clause 1.1
of this Agreement;



 


		3.2	With effect from the Effective Date, by construing references
to the Charter Assignment and the Consent and Agreement to the Replacement Security Documents as defined in Clause 1.1 of this
Agreement.



 


		3.3	With effect from 13 July 2018 (being the date on which the ownership
of the Intermediate Charterer was transferred from GDF Suez S.A. to Elf Acquitaine S.A.S. (a wholly-owned subsidiary of Total S.A.):



 


		(a)	The definition of Project Sponsor in Clause 1.1 of the Original Facility Agreement is replaced
with the following:



 


“Project
Sponsor” means TOTAL S.A., a société anonyme incorporated under the laws of France, having
its registered office at 2 place Jean Millier – La Défénse 6-92400 Courbevoie France.


 


		3.4	Each of the other Finance Documents shall be amended so that
any reference therein to “the Facility Agreement” shall be construed as a reference to the Amended Facility Agreement.



 


		4	CONTINUITY AND FURTHER ASSURANCE



 


		4.1	Continuing obligations



 


The provisions of the Original
Facility Agreement and the other Finance Documents shall, save as amended by this Agreement, continue in full force and effect.


 


		4.2	Further assurance



 


The Borrower shall, at the
request of the Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments
effected or to be effected pursuant to this Agreement.


 






    	 	4	 



    



    

 


		5	FEES, COSTS AND EXPENSES



 


		5.1	Transaction expenses



 


The Borrower shall promptly
on demand pay the Agent the amount of all costs and expenses (including legal fees) reasonably incurred in connection with the
registration, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement.


 


		5.2	Enforcement Costs



 


The Borrower shall, within
three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by
that Finance Party in connection with the enforcement, or the preservation, of any rights under this Agreement.


 


		6	MISCELLANEOUS



 


		6.1	Incorporation of terms



 


The provisions of Clause 32
(Notices), Clause 34 (Partial Invalidity), Clause 35 (Remedies, Waivers and Conflicts) and Clause 39 (Enforcement)
of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if
references in these clauses to "this Agreement" are references to this Agreement.


 


		6.2	Counterparts



 


This Agreement may be executed
in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this
Agreement.


 


		7	GOVERNING LAW



 


This Agreement and any non-contractual
obligations arising out of or in connection with it shall be governed by English law.


 


This Agreement has been entered into
on the date stated at the beginning of this Agreement.


 






    	 	5	 



    



    

 





SCHEDULE 1


 


CONDITIONS PRECEDENT


 


		1.	Borrower



 


		(a)	A Certified Copy of the constitutional
and incorporation documents of the Borrower.



 


		(b)	A Certified Copy of a resolution of the board of directors of the Borrower:



 


		(i)	approving the terms of, and the transactions contemplated by this Agreement, and the Novation Agreement
resolving that it execute this Agreement and the Novation Agreement;



 


		(ii)	authorising a specified person or persons to execute this Agreement and the Novation Agreement;
and



 


		(iii)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents
and notices to be signed and/or despatched by it under or in connection with this Agreement and the Novation Agreement.



 


		(c)	the original of any power of attorney under which this Agreement and the Novation Agreement is
executed on behalf of the Borrower.



 


		2.	Intermediate Charterer [Subject to confirmation by Norton Rose Fulbright Paris]



 


		(a)	A copy of the current consolidated articles of association of the Intermediate Charterer;



 


		(b)	A copy of the minutes of the board of directors of the Intermediate Charterer approving the execution
of the Novation Agreement by a director, authorised signatory or attorney (or any other applicable signing authorities) of the
Intermediate Charterer as required in order to issue the legal opinion set out in 6 (d) below.



 


		3.	Charterer [Subject to confirmation by Norton Rose Fulbright London]



 


		(a)	a Copy of the constitutional and
incorporation documents of the Charterer.



 


		(b)	a Copy of a resolutions of the board of directions of the Charterer:



 


		(i)	approving the terms of, and the transactions contemplated by the Novation Agreement resolving that
it execute the Novation Agreement;



 


		(ii)	authorising a specified person or persons to execute the Novation Agreement; and



 


		(iii)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents
and notices to be signed and/or despatched by it under or in connection with the Novation Agreement.



 






    	 	6	 



    



    

 


		(iv)	the original of any power of attorney under which and the Novation Agreement is executed on behalf
of the Charter.



 


		4.	Finance Documents 



 


Duly executed originals of:


 


		(a)	this Agreement;



 


		(b)	the replacement Charter Assignment;



 


		(c)	the replacement Consent and Agreement.



 


		5.	Underlying Documents



 


Evidence satisfactory to the
Agent (acting reasonably) that the Novation Agreement (and the Replacement Underlying Documents) shall become effective upon the
occurrence of the Effective Date (together with a certified copy of the Novation Agreement) together with certified copies of:


 


		(a)	the Charter Ownership Undertaking;



 


		(b)	the Comfort Letter



 


		(c)	the Information Sharing Letter; and



 


		(d)	the Charter



 


		6.	Legal opinions



 


		(a)	An English legal opinion from Ince, addressed to the Arranger, the Agent and the Original Lenders
on the Finance Documents.



 


		(b)	An English legal opinion from Norton Rose Fulbright London addressed to the Arranger, the Agent
and the Original Lenders.



 


		(c)	A Cayman Islands legal opinion from Maples & Calder, addressed to the Arranger, the Agent and
the Original Lenders.



 


		(d)	A French legal opinion from Norton Rose Fulbright Paris addressed to the Arranger, the Agent and
the Original Lenders.



 


		(e)	A Swiss legal opinion from Lenz & Staehelin addressed to the Arranger, the Agent and the Original
Lenders.



 


		(f)	Such other legal opinions as the Agent may reasonably require in relation to any other Finance
Document and/or the jurisdiction in which the Ship will be located under a sub-charter requiring the Ship to be in FSRU mode.



 


		7.	Other documents and evidence



 


A copy of any other Authorisation
or other document, opinion or assurance which the Agent considers to be necessary (if it has notified the Borrower accordingly)
in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability
of this Agreement.


 






    	 	7	 



    



    

 





SIGNATURES


 





	THE BORROWER	 	 
	 	 	 	 
	SRV JOINT GAS TWO LTD.	 	 
	 	 	 	 
	By: 	/s/ Parit Patani	 	 
	 	Parit Patani	 	 
	 	Attorney-in-Fact	 	 
	 	 	 	 
	Address:	c/o Höegh LNG AS	 	 
	 	Drammensveien 134	 	 
	 	PO Box 4, Skoyen	 	 
	 	N-0212 Oslo, Norway	 	 
	 	 	 	 
	Fax:	+47 9755 7401	 	 
	 	 	 	 
	THE AGENT (FOR THE FINANCE PARTIES)	 	 
	 	 	 	 
	DNB BANK ASA	 	 
	 	 	 	 
	By:	/s/ Marius Johannesen	/s/ Dag Iversen	 
	 	Marius Johannesen	Dag Iversen	 
	 	Advisor	Advisor	 
	 	 	 	 
	Address:	Dronning Eufemias gate 30,	 	 
	 	M15, 0191 Oslo, Norway	 	 
	 	 	 	 
	Fax: 	+47 22 48 28 94	 	 
	 	 	 	 
	THE SECURITY TRUSTEE	 	 
	 	 	 	 
	DNB BANK ASA	 	 
	 	 	 	 
	By:	/s/ Marius Johannesen	/s/ Dag Iversen	 
	 	Marius Johannesen	Dag Iversen	 
	 	Advisor	Advisor	 
	 	 	 	 
	Address:	Dronning Eufemias gate 30,	 	 
	 	M15, 0191 Oslo, Norway	 	 
	 	 	 	 
	Fax: 	+47 22 48 28 94	 	 


 






    	 	8