Exhibit 4.36.3 


 


AMENDMENT
NO. 3 TO REVOLVING LOAN AGREEMENT


 


This
Amendment No. 3 to Revolving Loan Agreement dated as of May 28, 2019 (this "Amendment") is between Höegh
LNG Partners LP, a Marshall Islands limited partnership (the "Borrower"), and Höegh LNG Holdings
Ltd., a Bermuda company (the "Lender").


 


INTRODUCTION


 


A.              
The Borrower and the Lender have entered into the Revolving Loan Agreement dated as of August 12, 2014 (as amended, restated,
amended and restated or otherwise modified from time to time (including pursuant to that certain Amendment No. 1 dated as of February
28 2016 and Amendment No. 2 dates as of January 29 2018, to Revolving Loan Agreement, and between the Borrower and the Lender),
the "Revolving Loan Agreement").


 


B.              
The Borrower and the Lender wish to amend the Revolving Loan Agreement on the terms, and subject to the conditions, set
forth below.


 


THEREFORE,
in fulfillment of the foregoing, the Borrower and the Lender hereby agree as follows:


 


Section
1.            
Definitions; References. Unless otherwise defined in this Amendment, each term used in this Amendment which is defined
in the Revolving Loan Agreement has the meaning assigned to such term in the Revolving Loan Agreement.


 


Section
2.            
Amendment. Upon the satisfaction of the conditions specified in Section 4 of this Amendment, and effective as of the date
set forth above, the Revolving Loan Agreement shall be amended as follows:


 


(a)            
Section 1.1, Applicable Margin shall mean 1.4% in 2019, 3% in 2020 and 4% from 2021 and onwards.


 


(b)            
Section 1.1, Maturity Date shall mean 1 January 2023


 


Section
3.            
Representations and Warranties. The Borrower represents and warrants to the Lender that:


 


(a)            
the representations and warranties set forth in the Revolving Loan Agreement are true and correct in all material respects
as of the date of this Amendment (except to the extent such representations and warranties relate to an earlier date, in which
case such representations and warranties shall be true and correct in all material respects as of such earlier date);


 


(b)            
(i) the execution, delivery, and performance of this Amendment are within the company power and authority of the Borrower
and have been duly authorized by appropriate proceedings and (ii) this Amendment constitutes a legal, valid and binding obligation
of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by applicable bankruptcy, insolvency,
reorganization,


 






     

     


    

 


moratorium,
or similar laws affecting the rights of creditors generally and general principles of equity; and


 


(c)            
as of the date of this Amendment and after giving effect hereto, no Default or Event of Default has occurred and is continuing.


 


Section
4.            
Effectiveness. This Amendment shall become effective as of the date hereof, and the Revolving Loan Agreement shall be amended
as provided herein, upon the occurrence of all of the following: (a) the Borrower's and the Lender's duly and validly executing
originals of this Amendment and delivery thereof to the Lender; and (b) the representations and warranties in this Amendment being
true and correct in all material respects before and after giving effect to this Amendment.


 


Section
5.            
Effect on Revolving Loan Agreement. Except as amended herein, the Revolving Loan Agreement remains in full force and effect
as originally executed, and nothing herein shall act as a waiver of any of the Lender's rights under the Revolving Loan Agreement,
as amended. Any breach of representations, warranties, and covenants under this Amendment may be a Default or Event of Default
under the Revolving Loan Agreement.


 


Section
6.            
Choice of Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State
of New York.


 


Section
7.            
Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original.


 


 


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THIS
WRITTEN AMENDMENT AND THE REVOLVING LOAN AGREEMENT REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES HERETO.


 


EXECUTED as of the
date first set forth above.


 


	 	BORROWER:
	 	 	 	 
	 	HÖEGH
    LNG PARTNERS LP
	 	 	 	 
	 	 	 	 
	 	By:	 	/s/ Steffen
    Føreid
	 	Name:	 	Steffen Føreid
	 	Title:	 	Chief Executive Officer
    and Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	LENDER:
	 	 
	 	HÖEGH
    LNG HOLDINGS LTD.
	 	 	 	 
	 	 	 	 
	 	By:	 	/s/ Sveinung J.S. Støhle
	 	Name:	 	 
	 	Title:	 	Authorised Signatory