Höegh LNG Ltd will cause Höegh LNG Colombia Holding to timely elect to be classified for U.S. federal income tax purposes as a partnership and will cause each of FSRU IV and Höegh LNG Colombia S.A.S. to be classified as an entity disregarded as separate from its owner on a properly-completed Form 8832 filed with the Internal Revenue Service. These elections for the Transferred Subsidiaries have been or will be made with an effective date prior to the transactions described in Section 2.1. Once these elections have been made, none of Höegh LNG, Höegh LNG Ltd. or the Transferred Subsidiaries will take any action to change the U.S. federal income tax classification of the Transferred Subsidiaries;
Höegh LNG Ltd sells, assigns and transfers to the Operating Company (a) the SRV JG Shares, (b) the SRV JG 2 Shares, (c) its share of the receivable (including all rights to accrued interest) associated with (i) the SRV Joint Gas Shareholders’ Loan, such transfer to be evidenced by a novation deed effective as of the Initial Effective Time, and (ii) the SRV Joint Gas Two Shareholders’ Loan, such transfer to be evidenced by a novation deed effective as of the Initial Effective Time, (d) 100% of the equity interests in Höegh Lampung and (e) its receivable associated with (i) the $40 Million Promissory Note issued by Höegh Lampung (including all rights to accrued interest) (ii) the remaining accrued interest on the $48.5 Million Promissory Note and
Höegh LNG Ltd. By: /s/ Xxxxxxx Xxxxx-Xxxxxx Name: Xxxxxxx Xxxxx-Xxxxxx Title: Authorised signatory HÖEGH LNG PARTNERS OPERATING LLC. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Authorised signatory
Höegh LNG Ltd shall sell, assign and transfer the Acquired Interest to the Partnership in exchange for payment of the Purchase Price.
Höegh LNG Ltd shall sell, assign and transfer the Acquired Interest to the Partnership in exchange for payment of the Total Purchase Price, which Total Purchase Price shall be settled with cash or, at the option of the Partnership, with a combination of (a) cash and (b) a promissory note, dated the Closing Date, from the Partnership payable to Höegh LNG substantially in the form of Exhibit I hereto (a “Seller’s Credit”).
Höegh LNG Ltd transfers the Purchase Note to Höegh LNG in exchange for a reduction of the Intercompany Debt in an amount of $140.0 million.
Höegh LNG Ltd will cause each of the Transferred Subsidiaries to timely elect to be classified for U.S. federal income tax purposes as an entity disregarded as separate from its owner on a properly-completed Form 8832 filed with the Internal Revenue Service. These elections for the Transferred Subsidiaries have been or will be made with an effective date prior to the transactions described in Section 2.1. Once these elections have been made, none of Höegh LNG, Höegh LNG Ltd. or the Transferred Subsidiaries will take any action to change the U.S. federal income tax classification of the Transferred Subsidiaries from an entity disregarded as separate from its owner;
Höegh LNG Ltd sells, assigns and transfers to the Operating Company (a) the SRV JG Shares, (b) the SRV JG 2 Shares and (c) its share of the receivable (including all rights to accrued interest) associated with (i) the SRV Joint Gas Shareholders’ Loan, such transfer to be evidenced by a novation deed effective as of the Initial Effective Time, and (ii) the SRV Joint Gas Two Shareholders’ Loan, such transfer to be evidenced by a novation deed effective as of the Initial Effective Time, in exchange for a promissory note dated the Initial Effective Time from the Operating Company in the amount of $[ ] million (the “SRV Promissory Note”).
Höegh LNG Ltd sells, assigns and transfers to the Operating Company (a) 100% of the equity interests in Höegh Lampung and (b) its receivable associated with (i) the $40 Million Promissory Note issued by Höegh Lampung (including all rights to accrued interest) (ii) the remaining accrued interest on the $48.5 Million Promissory Note and (iii) the remaining accrued interest on the $101.5 Million Promissory Note, in exchange for a promissory note dated the Initial Effective Time from the Operating Company in the amount of $[ ] million (the “Höegh Lampung Promissory Note”).
Höegh LNG Ltd as a Corporate Guarantor as Borrower /s/ Ixx Mxxxx Oedegaard Ixx Mxxxx Oedegaard Attorney-in-fact For and on behalf of HÖEGH LNG FSRU III LTD as a Corporate Guarantor /s/ Rxxxxxx Xxxxxxx For and on behalf of HÖEGH LNG PARTNERS LP as a Corporate Guarantor /s/ Ixx Mxxxx Oedegaard Ixx Mxxxx Oedegaard Attorney-in-fact For and on behalf of HÖEGH LNG COLOMBIA HOLDING LTD as a Corporate Guarantor We agreed to the terms of this Letter this 23rd day of December 2016: Lxxx Xxxxxxxxx /s/ Lxxx Xxxxxxxxx Attorney-in-fact NORDEA BANK NORGE ASA (as Agent for the Finance Parties) Lxxx Xxxxxxxxx /s/ Lxxx Xxxxxxxxx Attorney-in-fact EKSPORTKREDITT NORGE AS (as ECA Lender) /s/ J.A.L.M. Gorgels /s/ Bxxxx X. Xxxxxx
