Exhibit 4.32


 


Execution Version


 


Höegh LNG Holdings Ltd.


c/o Höegh LNG AS


Drammensveien 134


N-0277 Oslo, Norway


 


August 12, 2015


 


Höegh LNG Partners LP

Wessex House, 5th Floor


45 Reid Street

Hamilton, HM 12

Bermuda


 


Reference is made to Section 7.1 of the Omnibus
Agreement, dated as of August 12, 2014 (the “Agreement”), by and among Höegh LNG Holdings Ltd., a Bermuda
exempted company (“Höegh LNG”), Höegh LNG Partners LP, a Marshall Islands limited partnership (the
“Partnership”), Hoegh LNG GP LLC, a Marshall Islands limited liability company, and Höegh LNG Partners
Operating LLC, a Marshall Islands limited liability company. Capitalized terms used in this letter agreement and not otherwise
defined herein will have the meanings ascribed to them in the Agreement.


 


The undersigned parties hereby agree that:


 


		1.	Hoegh LNG hereby confirms, acknowledges and agrees that the indemnification provisions set forth in Section 7.1 of the Agreement
include indemnification of the Partnership Group by Höegh LNG for all non-budgeted, non-creditable Indonesia value added taxes
and non-budgeted Indonesia withholding taxes, including any related impact on cash flow from PT Hoegh LNG Lampung and interest
and penalties associated with any non-timely Indonesian tax filings related to the ownership or operation of the PGN FSRU Lampung
and related tower yoke mooring system whether incurred (i) prior to the Closing Date, (ii) after the Closing Date to the extent
such taxes, interest, penalties or related impact on cash flows relate to periods of ownership or operation of the PGN FSRU
Lampung and the tower yoke mooring system and are not subject to prior indemnification payments or deemed reimbursable by PGN
under its audit of the taxes related to the PGN FSRU LOM for periods up to and including June 30, 2015, or (iii) after June 30,
2015, to the extent withholding taxes exceed the minimum amount of withholding tax due under Indonesian tax regulations due to
lack of documentation or untimely withholding tax filings.



 


		2.	This letter agreement is incorporated by reference into the Agreement, and shall be binding upon and inure to the benefit of
the parties and their respective successors and assigns.



 


Please confirm your acceptance and agreement
of this letter agreement by signing in the space provided below. Upon your execution of this letter agreement (or counterpart copies
hereof), this letter agreement shall become binding on the parties hereto.


 


[Signature pages follow]


 




    	1 



     


    

  


	 	Very truly yours,
	 	 
	 	HÖEGH LNG HOLDINGS LTD.
	 	 	 
	 	By:	/s/ Camilla Nyhus-Møller
	 	 	Name:	Camilla Nyhus-Møller
	 	 	Title:	Authorized Signatory


 


Signature Page to Letter Agreement


 




     


     


    

  


	Confirmed and agreed:	 
	 	 	 
	Höegh LNG PARTNERS LP	 
	 	 	 
	By:	/s/ Richard Tyrrell	 
	 	Name:	Richard Tyrrell	 
	 	Title:	CEO/CFO	 
	 	 	 
	HÖEGH LNG gp LLC	 
	 	 	 
	By:	/s/ Sveinung J.S. Støhle	 
	 	Name:	Sveinung J.S. Støhle	 
	 	Title:	Director	 
	 	 	 
	HÖEGH LNG PARTNERS OPERATING LLC	 
	 	 	 
	By:	/s/ Richard Tyrrell	 
	 	Name:	Richard Tyrrell	 
	 	Title:	CEO/CFO	 


 


Signature Page to Letter Agreement