Exhibit 4.6




 


ADMINISTRATIVE
SERVICES AGREEMENT


 


AMONG


 


HÖEGH
LNG PARTNERS LP,


 


HÖEGH
LNG PARTNERS OPERATING LLC


 


AND


 


HÖEGH
LNG AS


 


 




     

     


    

 


Table of Contents


 


Page


 





	Section 1.	Definitions	1
	Section 2.	General	3
	Section 3.	Subcontracting	3
	Section 4.	Covenants	4
	Section 5.	Exclusivity	4
	Section 6.	Confidential Information	4
	Section 7.	VAT	4
	Section 8.	General Relationship Between the Parties	5
	Section 9.	Indemnity	5
	Section 10.	Term and Termination	5
	Section 11.	Subcontractor Costs and Expenses Upon Termination	6
	Section 12.	Surrender of Books and Records	6
	Section 13.	Entire Agreement	6
	Section 14.	Severability	6
	Section 15.	Law and Arbitration	7
	Section 16.	Notice	8
	Section 17.	Variation	8
	Section 18.	Waiver	8
	Section 19.	Assignment	8
	Section 20.	Third Parties	9
	Section 21.	Counterparts	9
	 	 	 
	Schedule A	Administrative Services	 
	Schedule B	Managers	 


 




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ADMINISTRATIVE
SERVICES AGREEMENT


 


THIS ADMINISTRATIVE
SERVICES AGREEMENT is entered into on December 20, 2019, and effective as of July 3, 2019 (this “Agreement”),
among Höegh LNG Partners LP, a Marshall Islands limited partnership (the “MLP”), Höegh LNG Partners
Operating LLC, a Marshall Islands limited liability company and wholly owned subsidiary of the MLP (the “Operating Company”),
and Höegh LNG AS, a Norwegian private limited liability company with company number 989 837 877 (“Höegh
Norway”), each a “Party” and collectively, the “Parties.”


 


RECITALS:


 


		1.	The MLP, a limited partnership whose common units and preferred units representing limited partner
interests in the MLP are listed and traded on the New York Stock Exchange, and the Operating Company are holding entities that
indirectly own (or may in the future own) interests in FSRUs, LNG carriers and other LNG infrastructure assets and require certain
administrative services.



 


		2.	The MLP and the Operating Company wish to engage Höegh Norway to provide, or procure the provision
of, administrative services to the MLP and the Operating Company on the terms set out herein.



 


In consideration of
the premises and the covenants, conditions and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


Section
1.               
Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:


 


“Administrative
Services” means the Administrative Services set out in Schedule A.


 


“Agreement”
has the meaning given such term the introduction to this Agreement.


 


“Change of
Control” means, with respect to any entity, an event in which securities of any class entitling the holders thereof to
elect a majority of the members of the board of directors or other similar governing body of the entity are acquired, directly
or indirectly, by a ‘‘person” or “group” (within the meaning of Section 13(d) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended), who did not immediately before such acquisition own securities of the entity
entitling such person or group to elect such majority (and for the purpose of this definition, any such securities held by another
person who is related to such person are deemed to be owned by such person).


 


“Dispute”
has the meaning given such term in Section 15.


 


“General Partner”
means Höegh LNG GP LLC, a Marshall Islands limited liability company and the general partner of the MLP.


 






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“Höegh
LNG Group” means Höegh LNG Holdings Ltd. and their respective direct and indirect subsidiaries.


 


“Höegh
Norway” has the meaning given such term in the introduction to this Agreement.


 


“LCIA”
has the meaning given such term in Section 15.


 


“LIBOR”
means the three month London interbank offered rate for deposits in U.S. Dollars administered by ICE Benchmark Administration Limited
(or such body or service as may replace ICE Benchmark Administration Limited for the purpose of determining or displaying the three
month London interbank offered rates for deposits in US Dollars) at or about 12:00 London time on the relevant date; provided that
if: (i) such date is not a day on which banks in London are normally open for business (“London Banking Day”),
the rate shall be the rate on the immediately preceding London Banking Day; (ii) such rate is negative, then the Parties agree
to use a percentage rate of zero (0); and (iii) the London interbank offered rate ceases to exist, then the Parties shall agree
on a reasonably comparable interest rate.


 


“Managers”
has the meaning given such term in Section 4(a).


 


“MLP”
has the meaning given such term in the introduction to this Agreement.


 


“MLP Agreement”
means the Second Amended and Restated Agreement of Limited Partnership of the MLP, dated October 5, 2017, as from time to time
amended.


 


“MLP Board”
means the Board of Directors of the MLP.


 


“Officers”
has the meaning given such term in the MLP Agreement.


 


“Operating
Company” has the meaning given such term in the introduction to this Agreement.


 


“Operating
Company Board” means the Board of Directors of the Operating Company.


 


“Partnership
Group” means the MLP, the General Partner and the subsidiaries of the Partnership.


 


“Party”
or “Parties” has the meaning given such term in the introduction to this Agreement.


 


“Person”
means an individual, corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or
any other entity.


 


“Subcontractor”
has the meaning given such term in Section 3.


 


“Subcontractor
Costs and Expenses” has the meaning given such term in Section 3(b).


 


“Subcontractor
Due Date” has the meaning given such term in Section 3(e).


 


“Subcontractor
Services Fees” has the meaning given such term in Section 3(c).


 






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“Tribunal”
has the meaning given such term in Section 15.


 


“Unitholders”
means holders of common and preferred units representing limited partnership interests in the MLP.


 


“VAT”
means value added, goods, sales or any similar tax.


 


Section
2.               
General.


 


(a)              
Höegh Norway shall provide, or procure the provision of, the Administrative Services to the MLP and the Operating
Company (each, acting reasonably) and subject to the respective supervision of the MLP Board and the Operating Company Board. Höegh
Norway may subcontract such part of the Administrative Services as the MLP or the Operating Company may authorize from time to
time; provided, however, that Höegh Norway may only subcontract such portion of the Administrative Services to other legal
entities in the Höegh LNG Group. Notwithstanding any such subcontracting, Höegh Norway shall remain responsible and primarily
liable for the provision of the Administrative Services. For the avoidance of doubt, Höegh Norway shall not make any decisions
relating to the business strategies of the MLP or the Operating Company.


 


Section
3.               
Subcontracting. If the MLP, the Operating Company and Höegh Norway agree that other legal entities of
the Höegh LNG Group (“Subcontractor”) shall perform all or part of the Administrative Services, the terms
of such subcontracting arrangement will be as follows:


 


(a)              
Subcontractor shall comply with the covenants set out in Section 4, Section 5 and Section 12;


 


(b)              
the MLP or the Operating Company (as applicable) shall reimburse Höegh Norway on a monthly basis in arrears
for all costs and expenses reasonably incurred by Höegh Norway (the “Subcontractor Costs and Expenses”)
in connection with the provision of the Administrative Services for the preceding month;


 


(c)              
the MLP or the Operating Company (as applicable) shall pay to Höegh Norway on a monthly basis in arrears a services
fee equal to 3.00% of the Subcontractor Costs and Expenses, including direct payroll costs but excluding re-invoicing of external
audit services, for the preceding month (the “Subcontractor Services Fees”);


 


(d)              
within 20 days after the end of each calendar month, Höegh Norway shall submit to the MLP and the Operating
Company for payment an invoice covering the Subcontractor Costs and Expenses and the Subcontractor Services Fees. Each invoice
will contain such supporting detail as may be reasonably required to validate such amounts due; and


 


(e)              
the MLP or the Operating Company (as applicable) shall make payment owed pursuant to this Section 2(a) within 45
days of the date of each invoice (any such day on which a payment is due, a “Subcontractor Due Date”). All
invoices for the Subcontractor Costs and Expenses and the Subcontractor Services Fees will be submitted in and paid in U.S. Dollars.
All amounts not paid within 10 days after the Subcontractor Due Date bear interest at the rate of 3.00% per annum above LIBOR as
of the Subcontractor Due Date from such Subcontractor Due Date until the date payment is received in full by Höegh Norway.


 






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Section
4.               
Covenants. During the term of this Agreement, Höegh Norway shall:


 


(a)              
cause those of its officers set forth on Schedule B and any other of its officers or employees as the MLP
Board or the Operating Company Board may from time to time reasonably request (collectively, the “Managers”)
to hold the positions, and provide the services associated with such positions, set forth on Schedule B;


 


(b)              
procure that the Managers hold the positions, and provide the services associated with such positions, set forth
on Schedule B to the same level of skill and care as would be required of them by applicable law and the terms of the MLP
Agreement if they were Officers of the MLP;


 


(c)              
perform, or procure the performance of, the Administrative Services in a diligent manner;


 


(d)              
retain, or procure at all times the retention by any Person to whom performance of the Administrative Services is
subcontracted from time to time of, sufficiently qualified staff to provide the Administrative Services;


 


(e)              
keep, and procure the keeping by any Person to whom performance of the Administrative Services is subcontracted of,
full and proper books, records and accounts showing clearly all transactions relating to the provision of the Administrative Services
in accordance with established general commercial practices and in accordance with U.S. generally accepted accounting principles,
and provide or procure access to the MLP and the Operating Company and their representatives to audit and examine such books, records
and accounts at any time during customary business hours; and


 


(f)               
comply, and procure the compliance by any Person to whom performance of the Administrative Services is subcontracted,
with all laws and regulations applicable to the Parties, including, but not limited to, the U.S. Foreign Corrupt Practices Act
1977 and the U.K. Bribery Act 2010 and any other anti-corruption legislation.


 


Section
5.               
Exclusivity. Höegh Norway and its employees shall not, without the prior written consent of the MLP and
the Operating Company (not to be unreasonably withheld or delayed), provide services of a nature similar to the Administrative
Services to any other Person.


 


Section
6.               
Confidential Information. Höegh Norway shall, and shall procure that any Person to whom performance of
any of the Administrative Services is subcontracted, keep confidential, all information it has acquired or developed in the course
of providing the Administrative Services.


 


Section
7.               
VAT.


 


(a)              
All amounts payable under this Agreement are deemed to be exclusive of VAT, which will be payable upon receipt of
a valid VAT invoice, if subject to VAT.


 






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(b)              
Where this Agreement requires one Party to reimburse another for any costs or expenses, the payer shall, at the same
time, pay the payee all VAT incurred by the payee in respect of those costs or expenses. The amount payable will be the amount
that the payee reasonably determines is the amount that neither it, nor any other member of any group of which it is a member for
VAT purposes, is entitled to recover from the relevant tax authority in respect of the VAT.


 


Section
8.               
General Relationship Between the Parties. Höegh Norway and any Subcontractors shall perform the Administrative
Services as independent contractors and the Parties do not intend, and nothing herein will be interpreted so as, to create a partnership
or joint venture relationship or agency relationship between Höegh Norway and any one or more of the MLP, the Operating Company,
the General Partner or any other member of the Partnership Group. Nothing in this Agreement creates any employment relationship
between the MLP or the Operating Company, on the one hand, and the Managers or any other Person performing the Administrative Services,
on the other.


 


Section
9.               
Indemnity. The MLP and the Operating Company shall indemnify and hold harmless any Person to whom provision
of the Administrative Services is subcontracted in accordance with the terms of this Agreement (including Höegh Norway and
its Subcontractors) and their officers, employees and agents against all actions, proceedings, claims, demands or liabilities that
may be brought against them due to the performance of the Administrative Services, including, without limitation, all actions,
proceedings, claims, demands or liabilities brought under the environmental laws of any jurisdiction, and against and in respect
of all costs and expenses (including legal costs and expenses on a full indemnity basis) they may suffer or incur due to defending
or settling same; provided, however, that such indemnity excludes any or all losses, actions, proceedings, claims, demands, costs,
damages, expenses and liabilities whatsoever to the extent that they are caused by or due to the fraud, willful misconduct or gross
negligence of such subcontractor or its officers, employees or agents. Any such subcontractor and each of its officers, employees
and agents may enforce the provisions of this Section 9 in accordance with the provisions of the Contracts (Rights of Third
Parties) Act 1999.


 


Section
10.           
Term and Termination. This Agreement may be terminated:


 


(a)              
by the MLP Board and the Operating Company Board upon 90 days’ written notice for any reason in each of their
sole discretion;


 


(b)              
by Höegh Norway upon 90 days’ written notice if:


 


(i)                
there is a Change of Control of the MLP or the General Partner;


 


(ii)             
a receiver is appointed for all or substantially all of the property of the MLP or the Operating Company;


 


(iii)           
an order is made to wind up the MLP or the Operating Company;


 


(iv)            
a final judgment, order or decree that materially and adversely affects the ability of the MLP or the Operating Company
to perform under this Agreement will have been obtained or entered against the MLP or the Operating Company, and such judgment,
order or decree will not have been vacated, discharged or stayed; or


 






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(v)              
the MLP makes a general assignment for the benefit of its creditors, files a petition in bankruptcy or for liquidation,
is adjudged insolvent or bankrupt, commences any proceeding for a reorganization or arrangement of debts, dissolution or liquidation
under any law or statute or of any jurisdiction applicable thereto or if any such proceeding is commenced; or


 


(c)              
at any time on or after December 31, 2024, by Höegh Norway upon 90 days’ written notice for any reason
in its sole discretion.


 


Notwithstanding the
foregoing and as provided in Schedule B, the arrangement with respect to the positions held, and the provision of services
associated with such positions, by any or all of the Managers may be terminated at any time with respect to any or all of such
Managers by the MLP Board in its sole discretion. Such positions, and the provision of services associated with such positions,
terminate immediately upon delivery by the MLP Board of written notice to Höegh Norway and the Operating Company. The termination
of the positions held, and the provision of services associated with such positions, by any or all of the Managers does not constitute
a termination of the other provisions of this Agreement.


 


Any termination of
this Agreement is without prejudice to any accrued rights and liabilities of any Party subsisting as of the date of termination.
Notwithstanding the termination of this Agreement, the provisions of Section 6, Section 9, Section 10, Section
11, Section 12, Section 13, Section 14, Section 15, Section 17, Section 18 and Section
19 shall survive the termination and will remain in force and binding on the Parties.


 


Section
11.           
Subcontractor Costs and Expenses Upon Termination. Upon termination of this Agreement in accordance with Section
10, the MLP and the Operating Company shall be obligated to pay any and all amounts payable pursuant to Section 3 for
the applicable Administrative Services provided prior to the time of termination.


 


Section
12.           
Surrender of Books and Records. Upon termination of this Agreement, Höegh Norway shall forthwith surrender
to the MLP and the Operating Company, or procure the surrender to the MLP and the Operating Company, of any and all books, records,
documents and other property relating to this Agreement and to the business, finance, technology, trademarks or affairs of the
MLP and any member of the Partnership Group and, except as required by law, shall not retain any copies of same.


 


Section
13.           
Entire Agreement. This Agreement constitutes the entire agreement of the Parties relating to the matters contained
herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.


 


Section
14.           
Severability. If any provision of this Agreement or the application thereof to any Person or circumstance
is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other
Persons or circumstances will not be affected thereby and will be enforced to the greatest extent permitted by law.


 






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Section
15.           
Law and Arbitration. This Agreement (including the agreement as to arbitration contained herein) and any dispute
or claim arising out of or in connection with it (including disputes as to regarding its existence, validity or termination) or
its subject matter or formation (including non-contractual disputes or claims) (a “Dispute”) will be governed
by, and construed in accordance with, the substantive laws of England and Wales without reference to any choice of law principle
that would result in the application of any other law.


 


The Parties specifically
acknowledge that the terms of this Agreement represent their sole and express intent, to the exclusion of any other intent, and
they specifically disclaim the application of any provision of the applicable law, legal doctrine, or principle that would permit
variance or avoidance of these terms.


 


Any Dispute will be
referred to and finally resolved by arbitration under the rules of arbitration of the London Court of International Arbitration
(the “LCIA”), which rules are deemed to be incorporated herein. The seat (or legal place) of arbitration will
be London, England. The language of the arbitration will be English.


 


The tribunal (the “Tribunal”)
will consist of one arbitrator. The Parties shall jointly nominate the sole arbitrator within 30 days of the request for arbitration.
If the Parties fail to agree on the sole arbitrator within such time, the LCIA court shall appoint the arbitrator on an expedited
basis.


 


Any award will be final
and binding on the Parties and may be confirmed in, and judgment upon the award entered by, any court having jurisdiction. The
Parties hereby waive any reference to the courts under Sections 45 and 69 of the Arbitration Act 1996.


 


The Tribunal shall
render a final award in any arbitration within six months of the appointment of the Tribunal by the LCIA court. This time limit
may only be extended with the consent of the Parties or by the Tribunal for good cause shown, provided, that no award will be invalid
even if it is not rendered within the time period herein specified, or not rendered within any extended period. At the earliest
opportunity, the Tribunal shall, in consultation with the Parties, set out a procedural timetable for the service of pleadings
and evidence. Any pleading or evidence served otherwise than in compliance with such timetable will be struck out by the Tribunal,
unless the submitting Party shows good cause for the deviation and has been granted an appropriate extension by the Tribunal (ahead
of the expiration of the relevant deadline), bearing in mind the effect such extension will or may have on the case timetable.


 


The Parties agree that
there will be a presumption that there will be no disclosure or discovery of documents, save for the documents that each Party
intends to rely upon. To the extent that the Tribunal considers that it may be appropriate to order any document production beyond
this, it will be guided by the IBA Rules of the Taking of Evidence in International Commercial Arbitration in doing so.


 


The Parties agree that,
if any provision of this Agreement is not performed in accordance with its terms, irreparable damage may occur and, notwithstanding
this Section 15, the Party affected thereby is entitled to apply to the courts of England and Wales for an interim injunction
to prevent such breach, or continuing breach, of this Agreement and/or specific performance of the provisions hereof, in addition
to any other remedy available under English law, including those prescribed by Section 44 of the Arbitration Act 1996. The Parties
agree that any application to the courts of England and Wales made hereunder is one of urgency, and legal proceedings may be immediately
commenced in the English courts, notwithstanding that the arbitration procedure prescribed in this Section 15 has not yet
been initiated. Any injunction or order so issued will be enforceable in any court having jurisdiction over any Party.


 






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Section
16.           
Notice. Notice under this Agreement will be given (via hand delivery or facsimile) as follows:


 


If to the MLP:


 


Attn: Steffen Føreid

c/o Höegh LNG AS

Drammensveien 134, PO Box 4

Skoyen, NO-0212 Oslo, Norway

Telephone: +47 9755 74 06

Fax: +47 9755 7401


 


If to the Operating Company:


 


Attn: Steffen Føreid

c/o Höegh LNG AS

Drammensveien 134, PO Box 4

Skoyen, NO-0212 Oslo, Norway

Telephone: +47 9755 74 06

Fax: +47 9755 7401


 


If to Höegh Norway:


 


Attn: Sveinung J. S. Støhle

Höegh LNG AS

Drammensveien 134, PO Box 4

Skoyen, NO-0212 Oslo, Norway

Telephone: +47 9755 7400

Fax: +47 9755 7401


 


Section
17.           
Variation. Any variation to this Agreement will not be effective unless it is made in writing and signed by
all of the Parties.


 


Section
18.           
Waiver. The failure of either Party to enforce any term of this Agreement does not act as a waiver. Any waiver
must be specifically stated as such in writing.


 


Section
19.           
Assignment. No Party is permitted to assign or otherwise dispose of the benefit of this Agreement without
the prior written consent of the other Parties. This Agreement is binding upon and inure to the benefit of the Parties’ successors
and assigns.


 






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Section
20.           
Third Parties. Save as expressly provided by this Agreement, a Person who is not a Party has no light to enforce
or to receive the benefit of this Agreement under the Contracts (Rights of Third Parties) Act 1999. Notwithstanding the foregoing,
the Parties may terminate, rescind or agree to any variation, waiver or settlement under this Agreement without the consent of
any other Person.


 


Section
21.           
Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all
signatory Parties had signed the same document. All counterparts are to be construed together and constitute one and the same instrument.


 


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IN WITNESS WHEREOF,
the Parties have executed this Agreement on, and effective as of, the dates first above written.


 


	 	HÖEGH LNG PARTNERS LP
	 	 	 	 
	 	By:	/s/ Steffen Føreid
	 	 	Name:	Steffen Føreid
	 	 	Title: 	Chief Executive Officer and Chief
	 	 	 	Financial Officer
	 	 	 	 
	 	HÖEGH LNG PARTNERS OPERATING LLC
	 	 	 	 
	 	By: 	/s/ Steffen Føreid
	 	 	Name:	Steffen Føreid
	 	 	Title:	Chief Executive Officer and Chief
	 	 	 	Financial Officer
	 	 	 	 
	 	HÖEGH LNG AS
	 	 	 	 
	 	By:  	/s/ Sveinung J.S. Støhle
	 	 	Name:  	Sveinung J.S. Støhle
	 	 	Title:	General Manager


 


 





SIGNATURE PAGE TO THE ADMINISTRATIVE SERVICES
AGREEMENT AMONG THE MLP,

THE OPERATING COMPANY AND HÖEGH NORWAY


 




     

     


    

 


SCHEDULE
A


 


ADMINISTRATIVE
SERVICES


 


Höegh Norway shall
provide, or subcontract the provision of, such of the following administrative services (the “Administrative Services”)
to the MLP or the Operating Company, as the MLP Board or the Operating Company Board may from time to time request and direct Höegh
Norway to provide pursuant to this Agreement:


 


(a)              
Assist with the commercial management of the MLP and the Operating Company and the execution of the business strategies
of the MLP and the Operating Company and investment decisions made by the MLP Board and the Operating Company Board, provided,
that nothing herein permits or authorizes Höegh Norway to make any strategic or investment decisions for or on behalf of the
MLP or the Operating Company;


 


(b)              
Keep and maintain at all times books, records and accounts that contain particulars of receipts and disbursements
relating to the assets and liabilities of the MLP and the Operating Company, and such books, records and accounts will be kept
pursuant to normal commercial practices that permit the MLP and the Operating Company to prepare or cause to be prepared financial
statements in accordance with U.S. generally accepted accounting principles and in each case will also be in accordance with those
financial statements required to be kept by the MLP under applicable federal securities laws and regulations in the United States
and as the MLP and the Operating Company are required to keep and file under applicable foreign taxing regulations and the U.S.
Internal Revenue Code of 1986, as amended, and the regulations applicable with respect thereto, all as amended from time to time,
provided that any register of members of the MLP shall be kept outside the United Kingdom;


 


(c)              
Assist in preparing all such returns, filings and documents, for review and approval by the MLP and the Operating
Company as may be required under the MLP Agreement, as well as such other returns, filings, documents and instruments as may from
time to time be requested or instructed by the MLP or the Operating Company, and assist in filing such documents, as applicable,
as directed by the MLP or the Operating Company with the relevant authority, except that such returns, filings and documents may
not be approved by Höegh Norway;


 


(d)              
Assist in providing, or arranging for the provision of, advisory services to the MLP with respect to the MLP’s
obligations under applicable securities laws and regulations in the United States and assist in arranging for compliance by the
MLP with continuous disclosure obligations under applicable securities laws and regulations and the rules and regulations of the
New York Stock Exchange, the U.S. Securities and Exchange Commission and the Sarbanes-Oxley Act of 2002 and any other securities
exchange upon which the MLP’s securities are listed, including to assist in the preparation for review, approval and filing
by the MLP of reports and other documents with all applicable regulatory authorities, provided, that nothing herein permits or
authorizes Höegh Norway to act for or on behalf of the MLP in its relationship with regulatory authorities, except to the
extent that specific authorization may from time to time be given by the MLP;


 






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(e)              
Provide, or arrange for the provision of, advisory, clerical and investor relations services to assist and support
the MLP, attending roadshows and promoting investment in the MLP, planning and executing investor relations activities and communications
with potential investors, the financial community and the Unitholders, including in connection with disclosures that may be required
for regulatory compliance to the Unitholders and the wider financial markets, as the MLP may from time to time request or direct,
provided, that nothing herein permits or authorizes Höegh Norway to determine the content of any such communications by the
MLP to the Unitholders and the wider financial markets;


 


(f)               
At the request and under the direction of the MLP, handle, or arrange for the handling of, all administrative and
clerical matters in respect of (i) the call and arrangement of all meetings of the Unitholders pursuant to the MLP Agreement, (ii)
the preparation of all materials (including notices of meetings and information circulars) in respect thereof and (iii) the submission
of all such materials to the MLP in sufficient time prior to the dates upon which they must be mailed, filed or otherwise relied
upon so that the MLP has full opportunity to review, approve, execute and return them to Höegh Norway for filing or mailing
or other disposition as the MLP may require or direct;


 


(g)              
Provide, or arrange for the provision of, or secure sufficient and necessary office space, equipment and personnel,
including all accounting, clerical, secretarial, corporate, administrative and information technology services, as may be reasonably
necessary for the performance of the MLP’s and the Operating Company’s businesses;


 


(h)              
Arrange for the provision of such audit, internal audit, accounting, insurance, legal, valuation and other professional
services as are reasonably required by the MLP and the Operating Company from time to time in connection with the discharge of
the MLP’s responsibilities under the MLP Agreement (including the review of quarterly and annual reports) and otherwise as
requested by the MLP or the Operating Company, to the extent such advice and analysis can be reasonably provided or arranged by
Höegh Norway, provided, that nothing herein permits or authorizes Höegh Norway to select the auditor of the MLP and the
Operating Company, which will be selected in accordance with the provisions for the appointment of the auditor pursuant to the
MLP Agreement or as otherwise required by law governing the MLP and the Operating Company, or to communicate with the auditor other
than in the ordinary course of making such books and records available for review as the auditor may require and to respond to
queries from the auditor with respect to the accounts and statements prepared by, or arranged by, Höegh Norway, and in particular
Höegh Norway shall not have any of the authorities, rights or responsibilities of the audit committee of the MLP Board, but
shall provide, or arrange for the provision of, information to such committee as may from time to time be required or requested,
and provided further, that nothing herein entitles Höegh Norway to retain legal counsel for the MLP unless such selection
is specifically approved by the MLP Board;


 


(i)                
Assist in providing consultancy on insurance matters, both in respect of arranging suitable cover and settling claims,
and coordinating legal services.


 


(j)                
Provide, or arrange for the provision of, such assistance and support as the MLP and the Operating Company may from
time to time request in connection with any new or existing capitalization or financing of the MLP and/or the Operating Company,
including executing bank financing and capital markets transactions, such assistance and support to be provided in accordance with
the direction, and under the supervision, of the MLP Board and the Operating Company Board, provided that Höegh Norway shall
not make any decision on entering into such transactions;


 






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(k)              
Provide, or arrange for the provision of, such administrative and clerical services as may be required by the MLP
and the Operating Company to support and assist the MLP and the Operating Company in considering any future acquisitions or divestments
of assets of the MLP or the Operating Company, as applicable, and for the integration of any businesses or assets acquired by the
MLP, all in accordance with the direction and under the supervision of the MLP Board or the Operating Company;


 


(l)                
Provide, or arrange for the provision of, such support and assistance to the MLP as the MLP may from time to time
request in connection with any future offerings of equity or debt securities that the MLP may at any time determine is desirable
for the MLP, all under the direction and supervision of the MLP Board;


 


(m)            
Provide, or arrange for the provision of, at the request and under the direction of the MLP Board, such communications
to the transfer agent for the MLP as may be necessary or desirable;


 


(n)              
Prepare and provide, or arrange for the preparation and provision of, regular cash reports and other accounting information
for review by the MLP, so as to permit and enable the MLP Board to make all determinations of financial matters required to be
made pursuant to the MLP Agreement, including the determination of amounts available for distribution by the MLP to the Unitholders,
and to assist the MLP in making arrangements with the transfer agent for the MLP for the payment of distributions to the Unitholders
in accordance with the MLP Agreement;


 


(o)              
Provide, or arrange for the provision of, such assistance to the MLP as the MLP Board may request or direct with
respect to the performance of the obligations to the Unitholders under the MLP Agreement and to provide monitoring of various obligations
and rights under agreements entered into by the MLP and to provide advance reports on a timely basis to the MLP advising of steps,
procedures and compliance issues under such agreements, so as to enable the MLP to make all such decisions as would be necessary
or desirable thereunder;


 


(p)              
Provide, or arrange for the provision of, such additional administrative and clerical services pertaining to the
MLP, the assets and liabilities of the MLP and the Unitholders and matters incidental thereto as may be reasonably requested by
the MLP Board from time to time;


 


(q)              
Negotiate and arrange, at the request and under the direction of the MLP Board, for interest rate swap agreements,
foreign currency contracts, forward exchange contracts and any other hedging arrangements, provided that Höegh Norway shall
not have authority to execute such agreements;


 


(r)               
Provide, or arrange for the provision of, information technology services;


 






    	 	A-3	 



     


    

 


(s)               
Maintain, or arrange for the maintenance of, the MLP’s and the MLP’s subsidiaries’ existence and
good standing in necessary jurisdictions;


 


(t)                
Monitor and maintain compliance with loan and credit terms with lenders;


 


(u)              
Assist in providing technical information, describing business cases, drafting information memoranda and performing
calculations for the purpose of the financing of possible investments, and such other assistance as may be required from time to
time of similar nature or in project development;


 


(v)              
Provide, or arrange for the provision of, at the request and under the direction of the MLP Board, cash management
and services, including assistance with preparation of budgets, overseeing banking services and bank accounts and arranging for
the deposit of funds;


 


(w)            
Provide, or arrange for the provision of, advice on cash management and services under the direction of the Operating
Company Board, including assistance with preparing regular cash reports and other accounting information for review by the Operating
Company, so as to permit and enable the Operating Company Board to make the determination of amounts available for distribution
by the Operating Company to the MLP; and


 


(x)              
Provide, or arrange for the provision of, advice on financing and other agreements into which the Operating Company
is considering entering.


 






    	 	A-4	 



     


    

 





SCHEDULE B MANAGERS


 


	
        Name
	 	
        Position
        with the Operating Company
	 	
        Position
        with the MLP

	Steffen Føreid	 	Chief Executive Officer and Chief Financial Officer	 	Chief Executive Officer and Chief Financial Officer


 






    	 	B-1