ISIN NO 001066095.4

BOND AGREEMENT

between

Hoegh LNG Holdings Ltd.(the "Issuer")

and

Norsk Tillitsmann ASA(the "Bond Trustee")

on behalfof

in the bond issue

the Bondholders

FRN Hoegh LNG Holdings Ltd. Senior Unsecured Callable Bond Issue2012/2017

#3635367/2

CONTENTS

Clause Page

1. INTERPRETATION 32. THE BONDS 93. LISTING 104. REGISTRATION IN A SECURITæS REGISTER I05. PURCHASE AND TRANSFER OF BONDS 106. CONDITIONS PRECEDENT 107. REPRESENTATIONS AND WARRANTlliS 128. STATUS OF THE BONDS AND SECURITY 149. INTEREST 141O. MATURITY OF THE BONDS AND REDEMPTION 15Il. PAYMENTS 1612. ISSUER'S ACQUISITION OF BONDS 1713. COVENANTS 1714. FEES AND EXPENSES 2215. EVENTS OF DEFAULT 2216. BONDHOLDERS' MEETING 2517. THE BOND TRUSTEE 2718. MISCELLANEOUS 28

#3635367/2 2 (33)

This agreement has been entered into on 28 September 2012 between

(l) Hoegh LNG Holdings Ltd. (an exempted company limited by shares incorporated in Bermudawith registration number 39152 as issuer (the "Issuer"), and

(2) Norsk Tillitsmann ASA (a company incorporated in Norway with registration number 963 342624) as bond trustee (the "Bond Trustee").

1. INTERPRETATION

1.1 Definitions

In this Bond Agreement the following terms shall have the following meanings (certain termsrelevant for Clauses 13 and 18.2 and other Clauses may be defined in the relevant Clause):

"Account Manager" means a Bondholder's account manager in the Securities Register.

"Attachment" means any attachments to this Bond Agreement.

"Book Equity" means the consolidated book equity of the Issuer calculated in accordance withGAAP, excluding mark-to-market valuation of derivatives.

"Bond Agreement" means this bond agreement, including any Attachment to which it refers,and any subsequent amendments and additions agreed between the Parties.

"Bond Issue" means the bond issue constituted by the Bonds.

"Bond Reference Rate" means three - 3 =months NIBOR.

"Bondholder" means a holder of Bond(s), as registered in the Securities Register, from time totime.

"Bondholders' Meeting" means a meeting of Bondholders, as set forth in Clause 16.

"Bonds" means the securities issued by the Issuer pursuant to this Bond Agreement,representlng the Bondholders' underlying claim on the Issuer.

"Business Day" means any day on which Norwegian commercial banks are open for generalbusiness, and when Norwegian banks can settle foreign currency transactions, being any day onwhich the Norwegian Central Bank's Settlement System is open.

"Business Day Convention" means that if the relevant Interest Payment Date falls on a daythat is not a Business Day, that date will be the first following day that is a Business Day unlessthat day falls in the next calendar month, in which case that date will be the first preceding daythat is a Business Day (Modified Following Business Day Convention).

"Cash and Cash Equivalents" means, on any date, the aggregated of the unrestricted,unpledged and freely available cash, including cash equivalents as calculated in accordancewith GAAP, of any Group Company or JV Company, as the case may be.

#3635367/2 3 (33)

"Change of Control Event" means, if and when, subsequent to the date hereof, (i) anyshareholder (or related group of shareholders and/or shareholders acting in concert) other than

113635367/2 4 (33)

the Høegh Family (directly 01' indirectly) owns or controls shares representing more equity orvoting rights in the Issuer than the Høegh Family; or (ii) the Høegh Family (directly Ol'

indirectly) in any way reduces its ownership or control of the equity or voting rights to 1/3 Ol'

less of the total equity Ol' voting rights of the Issuer other than through (A) a dilution followingan issuance of new equity; Ol' (B) a conversion by Mitsui OSK Lines Limited, Statoil ASAand/or Tokyo LNG Tanker Co. Ltd. of their ownership share in a JV Companyexisting at thedate ofthis Bond Agreement to shares in the Issuer.

"Call Option" shall have the meaning set forth in Clause 10.2.

"Costs" means all costs, expenses, disbursements, payments, charges, losses, demands, claims,liabilities, penalties, fines, damages, judgments, orders, sanctions, fees (including travelexpenses, VAT, court fees and legal fees) and any other outgoings of whatever nature.

"De-listing Event" means if the shares of the Issuer cease to be listed on the Oslo StockExchange.

"Distrlbution" means (i) any dividend payment 01' other distribution declared or made by theIssuer, whether in cash Ol' in kind, (ii) any repurchase by the Issuer of any of its shares or anysimilar transaction (including, but not limited to, total return swaps related to shares in theIssuer), Ol' (iii) any loan granted Ol' any transaction undertaken by the Issuer constituing atransfer ofvalue to its shareholders.

"Encumbrance" means any encumbrance, mortgage, pledge, lien, charge (whether fixed Ol'

floating), assignment by way of security, finance lease, sale and repurchase Ol' sale andleaseback arrangement, sale of receivables on a recourse basis or security interest Ol' any otheragreement Ol' arrangement having the effect of conferring security.

"Event of Default" means the occurrence of an event Ol' circumstance specified in Clause 15.1.

"Exchange" means a securities exchange Ol' other reputable marketplace for securities, onwhich the Bonds are listed, or where the Issuer has applied or will apply for listing of theBonds.

"Finance Documents" means (i) this Bond Agreement, (ii) the agreement between the BondTrustee and the Issuer referred to in Clause 14.2 and (iii) any other document (whether creatinga security interest or not) which is executed at any time by the Issuer Ol' any other party inrelation to any amount payable under this Bond Agreement.

"Financial Indebtedness" means any indebtedness incurred in respect of:

(a) moneys borrowed, including acceptance credit;

(b) any bond, note, debenture, loan stock Ol' other similar instrument;

(c) the amount of any liability in respect of any lease Ol' hire purchase contract whichwould, in accordance with GAAP, be treated as a finance Ol' capitaIlease;

(cl) receivables sold or discounted (other than any receivables sold on a non-recoursebasis);

(e) any sale and lease-back transaction, Ol' similar transaction which IS treated asindebtedness under GAAP;

(f) the acquisition cost of any asset to the extent payable after its acquisition Ol'

possession by the person liable where the deferred payment is arranged primarily as amethod of raising finance Ol' financing the acquisition of that asset;

(g) any derivative transaction entered into in connection with protection against Ol' benefitfrom fluctuation in any rate or price, including without limitation currency Ol' interestrate swaps, caps Ol' collar transactions (and, when calculating the value of thetransaction, only the mark-to-market value shall be taken into account);

(h) any amounts raised under any other transactions having the commercial effect of aborrowing Ol' raising of money, whether recorded in the balance sheet Ol' not(including any forward sale Ol' purchase agreement);

#3635367/2 5 (33)

(i) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, stand byor documentary letter of credit Ol' any other instrument issued by a bank Ol' financialinstitution; and

(j) (without double counting) any guarantee, indemnity or similar assurance againstfinancialloss of any person in respect of any of the items referred to in (a) through (i)above.

"Financial Statements" means the audited unconsolidated and consolidated annual financialstatements of the Issuer for any financial year, drawn up according to GAAP, such accounts toinclude a profit and loss account, balance sheet, cash flow statement and report from the Boardof Directors.

"FLNG Business" means the Group's title to and obligations related to certain assets used inthe development and design of a floating liquefied natural gas production unit and plans andprojects for utilisation of such unit.

"FLNG Transaction" means (i) the on-going reorganisation process whereby the FLNGBusiness has been transferred to a new entity named Hoegh FLNG Ltd., and (ii) the process toseek potential partners/investors for the Group's FLNG Business (which may include acceptingdividend restrictions required by a partner or investor providing capital to the new entity).

"Free Cash" means on any date the aggregate of (i) the Group's Cash and Cash Equivalents,and (ii) a proportionate share of the N Companies' Cash and Cash Equivalents, calculated onthe basis of the percentage of the participation held by the Group in that N Company.

"Free Group Cash" means on any date the Group's Cash and Cash Equivalents. For theavoidance of doubt, Free Group Cash shall not include Cash and Cash Equivalents held by anyJV Company.

"GAAP" means the generally accepted accounting practice and principles in the country inwhich the Issuer is incorporated including, if applicable, the International Financial ReportingStandards (IFRS) and guidelines and interpretations issued by the International AccountingStandards Board (or any predecessor and successor thereof), in force fl-om time to time.

"Group" means the Issuer and all its current and future Subsidiaries, and a "Group Company"means the Issuer or any of the Subsidiaries.

"General Partner" means the general partner of an MLP, which holds all the voting rights ofsuch MLP.

"Høegh Family" means, collectively, Morten W. Høegh and Leif O. Høegh, and each of theirdirect linear descendants (the "Individuals"), the personal estate of any of the Individuals andany companies or trusts ofwhich the Individuals, respectively, are principal beneficiaries.

"Interest Payment Date" means 3 January, 3 April, 3 July and 3 October each year and theMaturity Date. Any adjustment will be made according to the Business Day Convention.

"ISIN" means International Securities Identification Numbering system - the identificationnumber of the Bonds.

#3635367/2 6 (33)

"Issue Date" means 3 October 2012.

"Issuer's Bonds" means Bonds owned by the Issuer, any person 01' persons who has decisiveinfluence over the Issuer, 01' any person or persons over whom the Issuer has decisiveinfluence.

"JV Company" means any current and/or future company or partnership in which the Issuer(directly or indirectly) holds an ownership interest incorporated or established for the purposeof owning, developing and/or constructing any maritime operating vessel Ol' any otheroperation which is substantially within the business that the Group is conducting at the date ofthis Bond Agreement, and which is not a Subsidiary of the Issuer.

"Managers" means the managers for the Bond Issue.

"Margin" means 6.00% per annum.

"Material Adverse Effect" means a material adverse effect on: (a) the business, financialcondition or operations of the Issuer and/or the Group (including the JV Companies) taken as awhole, (b) the Issuer's ability to perform and comply with its obligations under this BondAgreement; Ol' (c) the validity Ol' enforceability ofthis Bond Agreement.

"Material Company" means:

(a) any Subsidiary whose total consolidated assets represent at least 5% of the totalconsolidated assets of the Group, or

(b) any Subsidiary whose consolidated total income represents at least 5% of theconsolidated total income of the Group, or

(c) any Material JV Company, or

(d) any other Subsidiary or IV Company to which is transferred either (A) all orsubstantially all of the assets of another Subsidiary or JV Company whichimmediately prior to the transfer was a Material Company or (B) sufficient assets of

the Issuer that such Subsidiary or Jy Company would have been a Material Company

had the transfer occurred on or before the relevant date.

"Material JV Company" means any Jy Company whose (i) total assets exceeds at least 5% ofthe combined total assets of the Group and the JV Companies and/or (ii) total income exceedsat least 5% of the aggregate of the combined total income of the Group and the JV Companies.

"Maturity Date" means 3 October 2017 or an earlier maturity date as provided for in thisBond Agreement. Any further adjustment may be made according to the Business DayConvention.

"MLP" means a limited partnership whose limited partnership shares are traded on a regulatedmarket place or securities exchange and (i) which has been established by a sponsor; (ii) whichis managed and controlled by a General Partner with a number of limited partners (withoutvoting rights in the MLP) as investors; and (iii) in which the profit is paid to the partners basedon "available cash" with an aim of maximizing the MLP's distributious, but so that the actualdistributions are detennined in the General Partner's discretion.

"MLP Transaction" means a transfer of assets by the Issuer to an MLP where the Issuercontrols, directly or indirectly, 100% of the voting rights and equity of the General Partner and

at least 50% of the equity of the MLP.

113635367/2 7 (33)

"NIBOR" means that the rate for an interest period will be the rate for deposits in NorwegianKroner for a period as defined under Bond Reference Rate which appears on the ReutersScreen NIBR Page as of 12.00 noon, Oslo time, on the day that is two - 2 - Business Dayspreceding that Interest Payment Date. If such rate does not appear on the Reuters Screen NIBRPage, the rate for that Interest Payment Date will be determined as if the Bond Reference Rateis NIBOR Reference Rate as the applicable floating rate option.

"NID OR Reference Rate" means that the rate for an interest period will be determined on thebasis of the rates at which deposits in Norwegian Kroner are offered by four large authorisedexchange banks in the Oslo market (the "Reference Banks") at approximately 12.00 noon,Oslo time, on the day that is two - 2 - Business Days preceding that Interest Payment Date toprime banks in the Oslo interbank market for a period as defined under Bond Reference Ratecommencing on that Interest Payment Date and in a representative amount. The Bond Trusteewill request the principal Oslo office of each Reference Bank to provide a quotation of its rate.If at least two such quotations are provided, the rate for that Interest Payment Date shall be thearithmetic mean of the quotations. If fewer than two quotations are provided as requested, therate for that Interest Payment Date will be the arithmetic mean of the rates quoted by majorbanks in Oslo, selected by the Bond Trustee, at approximately 12.00 noon, Oslo time, on thatInterest Payment Date for loans in Norwegian Kroner to leading European banks for a period asdefined under Bond Reference Rate commencing on that Interest Payment Date and in arepresentative amount.

"NOK" means Norwegian kroner, being the lawful currency of Norway.

"Outstanding Bonds" means the aggregate value of the total number of Bonds not redeemedOl' otherwise discharged.

"Party" means a party to this Bond Agreement (including its successors and permittedtransferees).

"Paying Agent" means any legal entity as appointed by the Issuer who acts as paying agent onbehalf of the Issuer with respect to the Bonds.

"Payment Date" means a date for payment of principal or interest.

"Pro-forma Equity Ratio" means Book Equity to Pro-forma Total Assets.

"Pro-forma Total Assets" means, at any time, Total Assets plus, to the extent not included inthe Total Assets pursuant to GAAP, any capital expenditures incurred or committed after thedate of this Bond Agreement (except for any capital expenditures incurred or committed inrespect of the three vessels under the newbuilding program of the Group in place at the date ofthis Bond Agreement).

"Quarter Date" means each 31 March, 30 June, 30 September and 31 December.

"Quarterly Financial Reports" means the unaudited unconsolidated and consolidatedmanagement accounts of the Issuer as of each Quarter Date, such accounts to include a profitand loss account, balance sheet, cash flow statement and management commentary.

"Securities Register Act" means the Norwegian Act relating to Registration of FinancialInstruments of 5 July 2002 No. 64.

"Securities Register" means the securities register in which the Bond Issue is registered.

"Subsidiary" means a person over which another person has a decisive influence due to (i)direct and indirect ownership of shares or other ownership interests, and/or (ii) agreement,understanding or other arrangement. A person shall always be considered to be the subsidiaryof another person if such person has such number of shares or ownership interests so as torepresent the majority of the votes in the person, or has the right to vote in or vote out amajority of the directors in the person.

#3635367/2 8 (33)

"Taxes" means all present and future taxes, levies, imposts, duties, charges, fees, deductionsand withholdings, and any restrictions and or conditions resulting in a charge together withinterest thereon and penalties in respect thereof and "Tax" and "Taxation" shall be construedaccordingly.

"Total Assets" means the consolidated book assets of the Issuer, calculated in accordance withGAAP.

"Total Interest Bearing Debt" means the consolidated book value of the Issuer's totalinterest-bearing debt, less any interest-bearing debt of any Group Company or JV Companyfinanced on a non-recourse basis, calculated in accordance with GAAP.

"US Securities Act" means the U.S. Securities Act of 1933, as amended.

"USD" means US Dollars, being the legal currency of the United States of America.

"Voting Bonds" means the Outstanding Bonds less the Issuer's Bonds.

1.2 Construction

In this Bond Agreement, unless the context otherwise requires:

(a) headings are for ease of reference only;

113635367/2 9 (33)

(b) words denoting the singular number shall include the plural and vice versa;

(c) references to Clauses are references to the Clauses of this Bond Agreement;

(d) references to a time is a reference to Oslo time unless otherwise stated herein;

(e) references to a provision of law is a reference to that provision as it may be amendedor re-enacted, and to any regulations made by the appropriate authority pursuant tosuch law, including any determinations, rulings, judgments and other bindingdecisions relating to such provision Ol' regulation;

(f) references to "control" means the power to appoint a majority of the board ofdirectors of the Issuer or to direct the management and policies of an entity, whetherthrough the ownership of voting capital, by contract or otherwise; and

(g) references to a "person" shall include any individual, firm, partnership, joint venture,company, corporation, trust, fund, body corporate, unincorporated body of persons, orany state or any agency of a state or association (whether or not having separate legalpersonality).

2. THE BONDS

2.1 Binding nature of the Bond Agreement

2.1.1 The Bondholders are, through their subscription, purchase or other transfer of Bonds bound bythe terms of the Bond Agreement and other Finance Documents, as authority to the BondTrustee to finalize and execute the Bond Agreement on the Bondholders' behalf is set out inthe subscription documents, term sheet, sales documents or in any other way, and since allBond transfers are subject to the terms of this Bond Agreement, all Bond transferees are, intaking transfer of Bonds, deemed to have accepted the terms of the Bond Agreement and theother Finance Documents and will automatically become parties to the Bond Agreement uponcompleted transfer having been registered, without any further action required to be taken orformalities to be complied with, see also Clause 18.1.

2.1.2 The Bond Agreement is available to anyone and may be obtained from the Bond Trustee or theIssuer. The Issuer shall ensure that the Bond Agreement is available to the general publicthroughout the entire term of the Bonds.

2.2 The Bonds

2.2.1 The Issuer has resolved to issue a series of Bonds in the maximum amount ofNOK 750,000,000 (Norwegian kroner seven hundred and fifty million).

The Bonds will be in denominations of NOK 1,000,000 each and rank pari passu betweenthemselves.

The Bond Issue will be described as "FRN Hoegh LNG Holdings Ltd. Senior UnsecuredCallable Bond Issue 2012/2017".

The International Securities Identification Number (ISIN) of the Bond Issue will beNO 001 066095.4.

The tenor of the Bonds is from and including the Issue Date to the Maturity Date.

2.3 Purpose and utilization

2.3.1 The net proceeds of the Bonds shall be employed for general corporate purposes of the Issuer.

3.1 The Issuer shall apply for listing of the Bonds 011 the Oslo Stock Exchange.

3. LISTING

3.2 Ifthe Bonds are listed, the Issuer shall ensure that the Bonds remain listed until they have beendischarged in full.

4'. REGISTRATION IN A SECURITIES REGISTER

4.1 The Bond Issue and the Bonds shall prior to disbursement be registered in the SecuritiesRegister according to the Securities Register Act and the conditions of the Securities Register.

#3635367/2 10 (33)

4.2 The Issuer shall promptly arrange for notification to the Securities Register of any changes inthe terms and conditions ofthis Bond Agreement. The Bond Trustee shall receive a copy of thenotification.

4.3 The Issuer is responsible for the implementation of correct registration in the SecuritiesRegister. The registration may be executed by an agent for the Issuer provided that the agent isqualified according to relevant regulations.

4.4 The Bonds have not been registered under the US Securities Act, and the Issuer is under noobligation to arrange for registration of the Bonds under the US Securities Act.

5. PURCHASE ANDTRANSFER OF BONDS

5.1 Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, asapplicable from time to time under locallaws to which a Bondholder may be subject (due e.g.to its nationality, its residency, its registered address, its place(s) for doing business). EachBondholder must ensure compliance with local laws ancl regulations applicable at own costand expense.

5.2 Notwithstanding the above, a Bondholder which has purchased the Bonds in contradiction tomandatory restrictions applicable may nevertheless utilize its rights (including, but not limitedto, voting rights) under this Bond Agreement.

6. CONDITIONS PRECEDENT

6. l Disbursement of the net proceeds of the Bonds to the Issuer will be subject to the Bond Trusteehaving received the following documents, in form and substance satisfactory to it, at least two- 2 - Business Days prior to the Issue Date:

(a) this Bond Agreement duly executed by all parties thereto;

(b) certified copies of all necessary corporate resolutions to issue the Bonds and executethe Finance Documents;

(c) a power of attorney from the Issuer to relevant individuals for their execution of therelevant Finance Documents, or extracts from the relevant register or similardocumentation evidencing the relevant individuals' authorization to sign on behalf ofthe Issuer;

(d) certified copies of (i) the Certificate of Incorporation or other similar officialdocument for the Issuer, evidencing that it is validly existing and (ii) theMemorandum of Association and Bye-Laws of the Issuer;

#3635367/2 Il (33)

(e) the latest Financial Statements and Quarterly Financial Report;

(f) confirmation that the requirements set forth in Chapter 7 of the Norwegian SecuritiesTrading Act (implementing the EU prospectus directive (2003/71 EC) concerningprospectuses have been fulfilled;

(g) evidence that an exemption has been obtained from the prospectus requirementsunder Bermuda law and, to the extent necessary, any public authorisations requiredfor the Bond Issue;

(h) confirmation from the Paying Agent that the Bonds have been registered in theSecurities Register;

(i) written confirmation in accordance with Clause 7.3 (if required by the Bond Trustee);

(j) the agreement set forth in Clause 14.2, duly executed;

(k) documentation on the granting of authority to the Bond Trustee as set out in Clause2.1 and copies of any written documentation made public by the Issuer or theManagers in connection with the Bond Issue;

(1) any statements or legal opinions reasonably required by the Bond Trustee; and

(m) legal opinion confirming that the Issuer is duly incorporated and existing under thelaws of Bermuda and that it has executed the Bond Agreement and the agreementreferred to in Clause 14.2.

6.2 The Bond Trustee may, in its reasonable opinion, waive the deadline or requirements fordocumentation as set forth in Clause 6.1.

6.3 The Issuer shall deliver or cause to be delivered to the Bond Trustee any statement or legalopinion in connection with the Bond Issue (pre and post Issue Date) reasonably required by theBond Trustee,

6.4 Disbursement of the net proceeds from the Bonds is subject to the Bond Trustee's writtennotice to the Issuer, the Managers and the Paying Agent that the documents have beencontrolled and that the required conditions precedent are fulfilled.

6.5 On the Issue Date, subject to receipt of confirmation from the Bond Trustee pursuant to Clause6.4, the Managers shallmake the net proceeds from the Bond Issue available to the Issuer.

7. REPRESENTATIONS AND WARRANTIES

7.1 The Issuer represents and warrants to the Bond Trustee (on behalf of the Bondholders) that:

(a) Status

The Issuer is an exempted company limited by shares, duly incorporated and validlyexisting under the laws of Bermuda and has the power to own its assets and carry onits business as it is being conducted.

(b) Power and authority

The Issuer has the power to enter into and perform, and has taken all necessarycorporate action to authorise its entry into, performance and delivery of this BondAgreement and any other Finance Documents to which it is a party and thetransactions contemplated by those Finance Documents.

(c) Valid, binding and enforceable obligations

This Bond Agreement and any other Finance Document constitute (or will constitute,when executed by the respective parties thereto) legal, valid and binding obligationsof the Issuer, enforceable against it in accordance with their terms, and (save asprovided for therein) no further registration, filing, payment of tax or fees or otherformalities are necessary 01' desirable to render the said documents enforceableagainst the Issuer.

#3635367/2 12 (33)

(d) Non-conflict with other obligations

The entry into and performance by the Issuer of the Bond Agreement and any otherFinance Document to which it is a party and the transactions contemplated thereby donot and will not conflict with (i) any present law or regulation or present judicial orofficial order; (ii) its Memorandum of Association, Bye-Laws or other constitutionaldocuments; Ol' (iii) any document Ol' agreement which is binding on the Issuer or anyof its assets.

(e) No Event of Default

No Event of Default exists, and no other circumstances exist which constitute or (withthe giving of notice, lapse of time, determination of materiality or the fulfilment ofany other applicable condition, or any combination of the foregoing) would constitutea default under any document which is binding on the Issuer Ol' any of its assets, andwhich may have a Material Adverse Effect.

(I) Authorizations and consents

All authorisations, consents, licenses or approvals of any governmental authoritiesrequired for the Issuer in connection with the execution, performance, validity orenforceability of this Bond Agreement or any other Finance Document, and thetransactions contemplated hereby and thereby, have been obtained and are valid andin full force and effect. All authorisations, consents, licenses 01' approvals of anygovernmental authorities required for the Issuer to carry on its business as presently

conducted and as contemplated by this Bond Agreement, have been obtained and arein full force and effect.

(g) Litigation

Except as publicly disclosed by the Issuer prior to the date of this Bond Agreement,no litigation, arbitration or administrative proceeding of or before any court, arbitralbody or agency is pending or, to the best of the Issuer's knowledge, threatened which,if adversely determined, might reasonably be expected to have a Material AdverseEffect.

113635367/2 13 (33)

(h) Financial Statements

The audited most recent Financial Statements and Quarterly Financial Reports of theGroup fairly and accurately represent the assets and liabilities and financial conditionas at their respective dates, and have been prepared in accordance with GAAP,consistently applied.

. (i) No undisclosed liabilities

As of the date of the Financial Statements for 2011, the Issuer had no materialliabilities, direct 01' indirect, actual or contingent, and there were no materialanticipated losses from any unfavourable commitments, that were not disclosed by orreserved against in the Financial Statements or in the notes thereto.

(j) No Material Adverse Effect

Since the date of the Financial Statements for 2011, there has been no change in thebusiness, assets Ol' financial condition of the Issuer that is likely to have a MaterialAdverse Effect.

(k) No misleading information

All documents and information which have been provided to the subscribers Ol' theBond Trustee in connection with this Bond Issue represent the latest publiclyavailable financial information concerning the Group.

(l) Environmental compliance

The Issuer and each Group Company and JV Company is in compliance with anyrelevant applicable environmental law Ol' regulation and no circumstances haveoccurred which would prevent such compliance in a manner which has or is likely tohave a Material Adverse Effect.

(111) Intellectual property

The Group and each JV Company has undisputed, valid and good title to its patents,trade marks, service marks, designs, business names, copyrights, design rights,inventions, confidential information and other intellectual property rights and interests(whether registered or unregistered).

(n) No withholdings

The Issuer is not required to make any deduction or withholding from any paymentwhich it may become obliged to make to the Bond Trustee (on behalf of theBondholders) or the Bondholders under this Bond Agreement.

(o) Pari passu ranking

The Issuer's payment obligations under this Bond Agreement or any other FinanceDocument to which it is a party rank at least pari passu as set out in Clause 8.1.

(P) Encumbrances

No Encumbrances exist over any of the present assets of any Group Company or JVCompany in conflict with this Bond Agreement.

7.2 The representations and warranties set out in Clause 7.1 are made on the execution date of thisBond Agreement, and shall be deemed to be repeated on the Issue Date.

7.3 The Bond Trustee may prior to disbursement require a written statement fr0111the Issuerconfirming compliance with Clause 7. I .

7.4 In the event of misrepresentation, the Issuer shall indemnify the Bond Trustee for anyeconomic losses suffered, both prior to the disbursement of the Bonds, and during the term ofthe Bonds, as a result of its reliance on the representations and warranties provided by theIssuer herein.

8. STATUS OF THE BONDS AND SECURITY

8.1 The Bonds shall be senior debt obligations of the Issuer. The Bonds shall rank at least paripassu with all other senior obligations of the Issuer (save for such claims which are preferredby bankruptcy, insolvency, liquidation or other similar laws of general application) and shallrank ahead of subordinated debt.

8.2 The Bonds are unsecured,

9. INTEREST

9. I The Issuer shall pay interest on the face value of the Bonds from, and including, the Issue Dateat the Bond Reference Rate plus the Margin (together the "Floating Rate").

9.2 Interest payments shall be made in arrears on the Interest Payment Dates each year, the firstInterest Payment Date falling in January 2013.

9.3 The relevant interest payable amount shall be calculated based on a period from, and including,the Issue Date or one Interest Payment Date (as the case may be) to, but excluding, the nextfollowing applicable Interest Payment Date.

9.4 The day count fraction in respect of the calculation of the payable interest amount shall be"Actual/360", which means that the number of clays in the calculation period in which paymentbeing made divided by 360.

#3635367/2 14 (33)

#3635367/2 15 (33)

9.5 The applicable Floating Rate on the Bonds is set/reset on each Interest Payment Date by theBond Trustee commencing on the Interest Payment Date at the beginning of the relevantcalculation period.

When the interest rate is set for the first time and on subsequent interest rate resets, the nextInterest Payment Date, the interest rate applicable up to the next Interest Payment Date and theactual number of calendar days up to that date shall immediately be notified to theBondholders, the Issuer, the Paying Agent, and, if the Bonds are listed, the Exchange.

9.6 The payable interest amount per Bond for a relevant calculation period shall be calculated asfollows:

Interest =

AmountFaceValue

x FloatingRate

x Floating RateDay Count Fraction

10. MATURITY OF THE BONDS AND REDEMPTION

10.1 Maturity

The Bonds shall mature in full on the Matur ity Date, and shall be repaid at par (100%) by theIssuer.

10.2 Call Option

10.2.1 The Issuer may redeem parts of the Bond Issue or the entire Bond Issue as follows (CallOption):

(a) at any time from and including the Interest Payment Date in October 2015 to, but notincluding, the Interest Payment Date in October 2016 at 106% of par plus accruedinterests on redeemed amount, and

(b) at any time from and including the Interest Payment Date in October 2016 to, but notincluding, the Maturity Date at 103.5% of pal' plus accrued interests on redeemedamount.

10.2.2 Exercise of the Call Option shall be notified by the Issuer in writing to the Bond Trustee andthe Bondholders anclat least thirty - 30 - Business Days prior to the settlement date of the CallOption.

10.2.3 Partial redemption must be carried out pro rata between the Bonds (according to theprocedures of the Security Depository).

10.2.4 On the settlement date of the Call Option, the Issuer shall pay to each of the Bondholdersholcling Bonds to be redeemed, in respect of each such Bond, the principal amount of suchBond (including any premium as stated above) and any unpaid interest accrued up to thesettlement date.

10.2.5 Bonds redeemed by the Issuer in accordance with this Clause 10.2 shall be discharged againstthe Outstanding Bonds.

10.3 Change of Control Ol' De-listing

10.3.1 Upon the occurrence of (i) a Change of Control Event or (ii) a De-listing Event eachBondholder shall have a right of pre-payment Ca"Put Option") of its Bonds at a price of10l% of par plus accrued interest.

10.3.2 The Put Option must be exercised by the Bondholders within sixty - 60 - days after the BondTrustee has given notification to the Bondholders of a Change of Control Event or a De-listingEvent. Such notification shall be given as soon as possible after the Bond Trustee has receivednotice thereof from the Issuer and the Issuer shall notify the Bond Trustee immediately after(to the Issuer's knowledge) a Change ofControl Event or De-listing Event has taken place.

The Put Option may be exercised by the Bondholders by giving notice of the request to itsAccount Manager. The Account Manager shall notify the Paying Agent of the pre-paymentrequest. The settlement date of the Put Option shall be no more than seventy-five - 75 - daysafter the Bondholders received notice of the relevant Change of Control Event or De-listingEvent from the Bond Trustee.

11. PAYMENTS

11.1 Payment mechanics

11.1.1 The Issuer shall pay all amounts due to the Bondholders under the Bonds and this BondAgreement by crediting the bank account nominated by each Bondholder in connection withits securities account in the Securities Register.

11.1.2 Payment shall be considered to have been made once the amount has been credited to the bankwhich holds the bank account nominated by the Bondholder in question, but ifthe paying bankand the receiving bank are the same, payment shall be considered to have been made once theamount has been credited to the bank account nominated by the Bondholder in question.

11.1.3 Amounts payable in respect of costs, expenses, taxes and other liabilities shall be payable inthe currency in which they are incurred.

11.2 Set-off and counterclaims

11.2.1 The Issuer may not apply or perform any counterclaims or set-off against any paymentobligation pursuant to this Bond Agreement or any other Finance Document.

11.3 Interest in the event of late payment

11.3.1 In the event that payment of interest or principal is not made on the relevant Payment Date, theunpaid amount shall bear interest from the Payment Date at an interest rate equivalent to theinterest rate according to Clause 9 plus 5.00 percentage points.

11.3.2 The interest charged under this Clause 11.3 shall be added to the defaulted amount on eachrespective Interest Payment Date relating thereto until the defaulted amount has been repaid infull.

11.3.3 The unpaid amounts shall bear interest as stated above until payment is made, whether or notthe Bonds are declared to be in default pursuant to Clause 15.1 (a), cf. Clauses 15.2 - 15.4.

11,4 Irregular payments

11.4.1 In case of irregular payments, the Bond Trustee may instruct the Issuer or Bondholders ofother payment mechanisms than described in Clause 11.1 above. The Bond Trustee may also

#3635367/2 16 (33)

obtain payment information regarding Bondholders' accounts from the Securities Register orAccount Managers.

113635367/2 17 (33)

12. ISSUER'S ACQUISITION OF BONDS

12.1 The Issuer has the right to acquire and own Bonds (Issuer's Bonds). The Issuer's Bonds may atthe Issuer's discretion be retained by the Issuer, sold or discharged.

13. COVENANTS

13.1 General

13.1.1 The Issuer has undertaken the covenants in this Clause 13 to the Bond Trustee (on behalf ofthe Bondholders), as further stated below.

13.1.2 The covenants in this Clause 13 shall remain in force from the date of this Bond Agreementand until such time that no amounts are outstanding under this Bond Agreement and any otherFinance Document, unless the Bond Trustee (or the Bondholders' Meeting, as the case maybe), has agreed in writing to waive any covenant, and then only to the extent of such waiver,and on the terms and conditions set forth in such waiver.

13.2 Information Covenants

13.2.l The Issuer shall:

(a) without being requested to do so, immediately inform the Bond Trustee of any Eventof Default as well as of any circumstances which the Issuer understands or shouldunderstand may lead to as an Event of Default;

(b) without being requested to do so, inform the Bond Trustee of any other event whichmay have a Material Adverse Effect;

(c) without being requested to do so, inform the Bond Trustee if the Issuer intends to sellor dispose of all or a substantial part of its assets or operations, or change the natureof its business;

(d) without being' requested to do so, produce Financial Statements annually andQuarterly Financial Report quarterly and make them available on its website and bysending them to the Bond Trustee (and via the distribution system at the Oslo StockExchange from the time of listing of the bonds) in the English language as soon asthey become available, and not later than one-hundred-and-twenty - 120 - days afterthe end of the financial year and sixty - 60 - days after each Quarter Date;

(e) at the request of the Bond Trustee, report the balance of the Issuer's Bonds;

(f) without being requested to do so, send the Bond Trustee copies of any creditors'notifications of the Issuer, including but not limited to in relation to mergers, de-mergers and reduction of the Issuer's share capital or equity;

(g) without being requested to do so, send a copy to the Bond Trustee of its notices to theExchange (if listed) which are of relevance for the Issuer's liabilities pursuant to thisBond Agreement;

(h) without being requested to do so, inform the Bond Trustee of changes in theregistration of the Bonds in the Securities Register; and

(i) within a reasonable time, provide such information about the Issuer's financialcondition as the Bond Trustee may reasonably request.

13.2.2 The Issuer shall at the request of the Bond Trustee provide the documents and informationnecessary to maintain the listing and quotation of the Bonds on the Exchange (if listed) and tootherwise enable the Bond Trustee to carry out its rights and duties pursuant to this BondAgreement and the other Finance Documents, as well as applicable laws and regulations.

13.2.3 The Issuer shall in connection with the issue of its Financial Statements and QuarterlyFinancial Reports under Clause 13.2.1. (d), confirm to the Bond Trustee in writing the Issuer'scompliance with the covenants in Clause 13. Such confirmation shall be undertaken in acompliance certificate, substantially in the format set out in Attachment 1 hereto, signed by theChief Executive Officer or Chief Financial Officer of Hoegh LNG AS (the manager of theIssuer). In the event of non-compliance, the compliance certificate shall describe the non-compliance, the reasons therefore as well as the steps which the Issuer has taken and will takein order to rectify the non-compliance.

13.3 General Covenants

(a) Pari passu ranking

#3635367/2 18 (33)

The Issuer's obligations under this Agreement and any other Finance Document shallat all times rank at least pari passu as set out in Clause 8.1,

(b) Mergers

The Issuer shall not, and shall ensure that no Group Company or lV Company shall,

carry out any merger or other business combination or corporate reorganizationinvolving a consolidation of the assets and obligations of the Issuer or such GroupCompany or lV Company with any other companies 01' entities if such transactionwould have a Material Adverse Effect. The Issuer shall notify the Bond Trustee of

any such proposed transaction, providing relevant details thereof, as well as, ifapplicable, its reasons for believing that the proposed transaction would not have aMaterial Adverse Effect.

(e) De-mergers

The Issuer shall not, and shall ensure that no Group Company or JV Company shall,carry out any de-merger or other corporate reorganization involving a split of theIssuer or such Group Company or lV Company into two or 1110reseparate companiesor entities, if such transaction would have a Material Adverse Effect. The Issuer shallnotify the Bond Trustee of any such proposed transaction, providing relevant detailsthereof, as well as, if applicable, its reasons for believing that the proposed transactionwould not have a Material Adverse Effect,

(d) Continuation of business

(i) The Issuer shall not, and shall ensure that no Group Company or JV Companyshall, cease to carry out its respective business if this could have a MaterialAdverse Effect.

(ii) The Issuer shall procure that no material change is made to the general nature Ol'scope of the business of the Group Ol'any N Company from that carried on atthe date ofthis Bond Agreement, or as contemplated by this Bond Agreement.

(e) Disposal of business, assets 01' operations

The Issuer shall not, and shall ensure that no Group Company or JV Company shall,sell or otherwise dispose of all or a substantial part of its respective assets oroperations to any person not being a member of the Group, unless:

(i) the transaction is carried out at fail' market value, on terms and conditionscustomary for such transactions; and

#3635367/2 19 (33)

(ii) such transaction would not have a Material Adverse Effect.

(f) Exceptions

The restrictions set out in paragraphs (b)-(d) of this Clause 13.3 shall not apply to anFLNG Transaction Ol'an MLP Transaction provided that any such transaction is madeon fail' market terms and wouldnot have a Material Adverse Effect.

13.4 Corporate and operational matters

(a) Intra-group transactions

All transactions between any Group Companies shall be on commercial terms, andshall comply with all applicable provisions of applicable corporate law applicable tosuch transactions, including, in respect of Norwegian companies, Section 3-9 of thePrivate or Public Limited Companies Act 1997.

(b) Transactions with shareholders, directors and affiliated companies

The Issuer shall cause all transactions between any Group Company or N Companyand (i) any shareholder thereof not part of the Group, (ii) any director or seniormember of management in any Group Company or JV Company, (iii) any companyin which any Group Company or N Company holds more than 10 per cent of theshares, or (iv) any person controlled by or affiliated with any of the foregoing, to beentered on commercial terms, not less favourable to the Group Company Ol' JVCompany than would have prevailed in ann's length transaction with a third party.

All such transactions shall comply with all applicable provisions of applicablecorporate law applicable to such transactions, including, in respect of Norwegiancompanies, Section 3-8 of the Private and Public Limited Companies Act 1997.

The Issuer shall not sell, transfer, assign or otherwise dilute or dispose of any sharesor any other ownership interest in any Material Company, and shall cause eachMaterial Company not to issue or sell any new shares, treasury shares Ol' otherownership interest in such Material Company, to any third party, unless suchtransaction is carried out at fair market value, on terms and conditions customary forsuch transaction and further provided that such transaction does not have a MaterialAdverse Effect.

(c) Ownership to Material Companies

(d) Subsidiaries' and JV Companies' distributtons

The Issuer shall not permit any Subsidiary or JV Company to create Ol' permit to existany contractual obligation (or Encumbrance) restricting the right of any Subsidiary orN Company to (i) pay dividends or make other distributions to its shareholders, (ii)pay any Financial Indebtedness to the Issuer, make any loans to the Issuer, 01' (iii)transfer any of its assets and properties to the Issuer, except to the extent required (A)to comply with customary cash waterfall provisions, financial covenants or similarrestrictions in financing agreements or any agreements governing any N Company inplace at the date ofthis Bond Agreement or (B) by restrictions similar to those set outin (A) in any agreement which may be entered into by and/or relating to a GroupCompany or JV Company after the date of this Bond Agreement, in each case to theextent the regulation in such new agreements could not reasonably be expected tohave a Material Adverse Effect.

(e) Financial assistance restrictions

The Issuer shall not, and shall ensure that no Group Company or JV Company shall,grant any loan, guarantee or other financial assistance (including, but not limited togranting of security) to any third party not being a member of the Group (includingJV Companies), other than in the ordinary course of business,

(f) Corporate status

The Issuer shall not, and shall ensure that no Material Company shall, change its typeof organization Ol' jurisdiction of organization,

(g) Compliance with laws

The Issuer shall, and shall ensure that all Group Companies and .TVCompanies shall,carry on its business in accordance with acknowledged, careful and sound practices inall material aspects and comply in all material respects with alllaws and regulations itor they may be subject to from time to time (including any environmental Iaws andregulations),

(h) Litigations

#3635367/2 20 (33)

The Issuer shall, promptly upon becoming aware of them, send the Bond Trustee suchrelevant details of any:

(i) material litigations, arbitrations or administrative proceedings which have beenOl' might be started by or against any Group Company or JV Company; and.

#3635367/2 21 (33)

(ii) other events which have occurred or might occur and which may have aMaterial Adverse Effect, as the Bond Trustee may reasonably request.

(O Insurance

The Issuer shall, and shall procure that each Group Company and each lV Companywill, maintain with financially sound and reputable insurance companies, funds orunderwriters adequate insurance or captive arrangements with respect to its propertiesand business against such liabilities, casualities and contingencies and of such typesand in such amounts as are consistent with prudent business practice.

(j) Incurrence of capital expenditures

The Group shall not incur or commit to any capital expenditures after the date of thisBond Agreement (such as ordering new vessels/units) unless the Issuer's Pro-fonnaEquity Ratio subsequent to such incurrence is equal to or higher than 30% (tested onthe next Quarter Date).

13.5 Preservation of equity and Financial Covenants

(a) Dividends and other distributions

The Issuer shall not make, declare or undertake any Distribution at any time prior to31 December 2014.

At any time after 31 December 2014, any such Distributions shall not:

(i) exceed in aggregate during any calendar year 50% of the Issuer's consolidatednet profit after taxes (excluding any net profit of any Group Company realisedfrom the establishment of an MLP in any MLP Transaction) based on theaudited Financial Statements for the previous financial year; Ol'

(ii) be made unless, subsequent to the Distribution, (A) the ratio of Book Equity toTotal Assets is at least 30%; and (B) the Free Group Cash is no less thenUSD 50,000,000.

Any un-utilized portion of the permitted Distribution may not be carried forward,

(b) Minimum Free Group Cash and Free Cash

The Issuer undertakes to maintain (i) Free Group Cash in a minimum amount ofUSD 40,000,000, and (ii) Free Cash in a minimum amount equal to 5% of the TotalInterest Bearing Debt.

(c) Mininunn Book Equity

The Issuer undertakes to maintain (on a consolidated basis) a Book Equity ofno lessthan the higher of (i) USD 200,000,000; and (ii) 25% of Total Assets.

(d) Financial testing

The Issuer undertakes to comply with the above financial covenants at all times, suchcompliance to be measured on each Quarter Date by reference to the FinancialStatements Ol' Quarterly Financial Reports delivered pursuant to Clause 13.2.1(d).

14. FEES ANDEXPENSES

14.1 The Issuer shall cover all its own expenses in connection with this Bond Agreement andfulfilment of its obligations under this Bond Agreement, including preparation of this BondAgreement, preparation of the Finance Documents and any registration or notifications relatingthereto, listing of the Bonds on the Exchange (if applicable), and the registration andadministration of the Bonds in the Securities Register.

14.2 The expenses and fees payable to the Bond Trustee shall be paid by the Issuer and are set forthin a separate agreement between the Issuer and the Bond Trustee. Fees and expenses payableto the Bond Trustee which, due to the Issuer's insolvency or similar, are not reimbursed in anyother way may be covered by making an equivalent reduction in the payments to theBondholders.

14.3 The Issuer shall cover all public fees in connection with the Bonds and the FinanceDocuments. Any public fees levied on the trade of Bonds in the secondary market shall be paidby the Bondholders, unless otherwise provided by law or regulation, and the Issuer is notresponsible for reimbursing any such fees.

14.4 In addition to the fee due to the Bond Trustee pursuant to Clause 14.2 and normal expensespursuant to Clauses 14.1 and 14.3, the Issuer shall, on demand, cover extraordinary expensesincurred by the Bond Trustee in connection with the Bonds, as determined in a separateagreement between the Issuer and the Bond Trustee,

14.5 The Issuer is responsible for withholding any withholding tax imposed by applicable law onany payments to the Bondholders.

15. EVENTS OF DEFAULT

15.1 The Bonds may be declared by the Bond Trustee to be in default upon the occurrence of any ofthe following events (which shall be referred to as an "Event of Default") if:

(a) Non-payment

The Issuer fails to fulfil any payment obligation due under this Bond Agreement orany other Finance Document when due, unless, in the opinion of the Bond Trustee, itis obvious that such failure will be remedied, and payment in full is made, within five-5 - Business Days following the original due date.

(b) Breach of other obligations

The Issuer fails to duly perform any other covenant or obligation pursuant to thisBond Agreement Ol' any of the Finance Documents, unless, in the opinion of the BondTrustee, such failure is capable of being remedied and is remedied within ten - 10 -Business Days after notice thereof is given to the Issuer by the Bond Trustee.

#3635367/2 22 (33)

If, in relation to the Issuer or any Subsidiary or lV Company, the aggregate amount ofFinancial Indebtedness or commitment for Financial Indebtedness falling withinparagraphs (i) to (iv) below exceeds a total of USD 8 million, or the equivalentthereof in other currencies:

(c) Cross default

(i) any Financial Indebtedness is not paid when due nor within any originallyapplicable grace period,

(ii) any Financial Indebtedness is declared to be or otherwise becomes due and

payable prior to its specified maturity as a result of an event of default (howeverdescribed),

(Hi) any commitment for any Financial Indebtedness is cancelled or suspended by acreditor as a result of an event of default (however described), or

(iv) any creditor becomes entitled to declare any Financial Indebtedness due andpayable prior to its specified maturity as a result of an event of default (howeverdescribed),

Any representation, warranty or statement (including statements in compliancecertificates) made under this Bond Agreement or in connection therewith is or provesto have been incorrect, inaccurate or misleading in any material respect when made ordeemed to have been made,

(d) Misrepresentations

(e) Insolvency

Iffor the Issuer or any Subsidiary or N Company:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up,dissolution, administration or reorganisation (by way of voluntary arrangement,scheme of arrangement or otherwise) other than solvent liquidation orreorganisation;

(H) a composition, compromise, assignment or arrangement with any creditor,having an adverse effect on the Issuer's ability to perform its paymentobligations hereunder;

(Hi) the appointment of a liquidator (other than in respect of a solvent liquidation),receiver, administrative receiver, administrator, compulsory manager or othersimilar officer of any of its assets; Ol'

(iv) enforcement of any security over any of its assets,

#3635367/2 23 (33)

(f) Creditors' process

The Issuer or any Subsidiary or JV Company has a substantial proportion of the assetsimpounded, confiscated, attached or subject to distraint, or is subject to enforcementof any security over any of its assets.

(g) Dissolution, appointment of liquidator or analogous proceedings

The Issuer or any Subsidiary or JV Company is resolved to be dissolved or aliquidator, administrator or the like is appointed or requested to be appointed inrespect of the Issuer or any Subsidiary or JV Company.

(h) Impossibility or illegality

It is or becomes impossible or unlawful for any Group Company or JV Company tofulfil or perform any of the terms of the Finance Documents to which it is a party.

(i) Litigation

There is current, pending or threatened any claim, litigation, arbitration oradministrative proceeding, other than as has been publicly disclosed by the Issuerprior to the date of this Banc! Agreement, against any Group Company or JVCompany which, if adversely determined, in the reasonable opinion of the BondTrustee, after consultations with the Issuer, is likely to have a Material AdverseEffect.

O) Material adverse effect

Any other event or series of events occurs in relation to any Group Company or JVCompany which, in the reasonable opinion of the Bond Trustee, after consultations

with the Issuer, is likely to have a Material Adverse Effect.

15.2 In the event that one or more of the circumstances mentioned in Clause 15 occurs and iscontinuing, the Bond Trustee can, in order to protect the interests of the Bondholders, declarethe Outstanding Bonds including accrued interest and expenses to be in default and clue forimmed iate payment.

The Bond Trustee may at its discretion, on behalf of the Bondholders, take every measurenecessary to recover the amounts due under the Outstanding Bonds, and all. other amountsoutstanding under this Bond Agreement and any other Finance Document.

15.3 In the event that one or more of the circumstances mentioned in Clause IS.l occurs and iscontinuing, the Banc! Trustee shall declare the Outstanding Bonds including accrued interestand costs to be in default and due for payment if:

(a) the Bond Trustee receives a demand in writing with respect to the above from

Bondholders representing at least 115 of the Voting Bonds, and the Bondholders'Meeting has not decided on other solutions, or

(b) the Bondholders' Meeting has decided to declare the Outstanding Bonds in default

and due for payment.

#363536712 24 (33)

In either case the Bond Trustee shall on behalf of the Bondholders take every measurenecessary to recover the amounts due under the Outstanding Bonds. The Bond Trustee canrequest satisfactory security for any possible liability and anticipated expenses, from thoseBondholders who requested that the declaration of default be made pursuant to sub clause (a)above and/or those who voted in favour of the decision pursuant to sub clause (b) above.

15.4 In the event that the Bond Trustee pursuant to the terms of Clauses 15.2 or 15.3 declares theOutstanding Bonds to be in default and due for payment, the Bond Trustee shall immediatelydeliver to the Issuer a notice demanding payment of interest and principal due to theBondholders under the Outstanding Bonds including accrued interest and interest on overdueamounts and expenses. Declaration of default shall be deemed as a mandatory prepaymentsituation and the Outstanding Bonds shall be repaid at the same prices as set out in Clause10.2.

16. BONDHOLDERS' MEETING

16.1 Authority of the Bondholders' meeting

16.1.1 The Bondholders' Meeting represents the supreme authority of the Bondholders community inall matters relating to the Bonds. If a resolution by or an approval of the Bondholders isrequired, resolution of such shall be passed at a Bondholders' Meeting. Resolutions passed atBondholders' Meetings shall be binding upon and prevail for all the Bonds.

16.2 Procedural rules for Bondholders' meetings

16.2.1 A Bondholders' Meeting shall be held at the request of:

(a) the Issuer,

(b) Bondholders representing at least 1/lOaf the Voting Bonds,

(c) the Exchange, ifthe Bonds are listed, 01'

(d) the Bond Trustee.

16.2.2 The Bondholders' Meeting shall be summoned by the Bond Trustee. A request for aBondholders' Meeting shall be made in writing to the Bond Trustee, and shall clearly state thematters to be discussed.

16.2.3 If the Bond Trustee has not summoned a Bondholders' Meeting within ten - 10 - BusinessDays after having received such a request, then the requesting party may summons theBondholders' Meeting itself.

16.2.4 Summons to a Bondholders' Meeting shall be dispatched no later than ten - 10 - BusinessDays prior to the Bondholders' Meeting. The summons and a confirmation of eachBondholder's holdings of Bonds shall be sent to all Bondholders registered in the SecuritiesRegister at the time of distribution. The summons shall also be sent to the Exchange forpublication.

16.2.5 The summons shall specify the agenda of the Bondholders' Meeting. The Bond Trustee may inthe summons also set forth other matters on the agenda than those requested. If amendments tothis Bond Agreement have been proposed, the main content of the proposal shall be stated inthe summons.

#3635367/2 25 (33)

16.2.6 The Bond Trustee may restrict the Issuer to make any changes of Voting Bonds in the periodfrom distribution of the summons until the Bondholders' Meeting, by serving notice to it tosuch effect.

16.2.7 Matters that have not been reported to the Bondholders in accordance with the procedural rulesfor summoning of a Bondholders' Meeting may only be adopted with the approval of allVoting Bonds.

16.2.8 The Bondholders' Meeting shall be held on premises designated by the Bond Trustee. TheBondholders' Meeting shall be opened and shall, unless otherwise decided by theBondholders' Meeting, be chaired by the Bond Trustee. If the Bond Trustee is not present, theBondholders' Meeting shall be opened by a Bondholder, and be chaired by a representativeelected by the Bondholders' Meeting.

16.2.9 Minutes of the Bondholders' Meeting shall be kept. The minutes shall state the numbers ofBondholders represented at the Bondholders' Meeting, the resolutions passed at the meeting,and the result of the voting. The minutes shall be signed by the chairman and at least one otherperson elected by the Bondholders' Meeting. The minutes shall be deposited with the BondTrustee and shall be available to the Bondholders.

16.2.1OThe Bondholders, the Bond Trustee and - provided the Bonds are listed - representatives ofthe Exchange, have the right to attend the Bondholders' Meeting. The chairman may grantaccess to the meeting to other parties, unless the Bondholders' Meeting decides otherwise.Bondholders may attend by a representative holding proxy. Bondholders have the right to beassisted by an advisor. In case of dispute the chairman shall decide who may attend theBondholders' Meeting and vote for the Bonds.

16.2.11 Representatives of the Issuer have the right to attend the Bondholders' Meeting. TheBondholders' Meeting may resolve that the Issuer's representatives may not participate inparticular matters, The Issuer has the right to be present under the voting.

16.3 Resolutions passed at Bondholders' meetings

16.3.1 At the Bondholders' Meeting each Bondholder may cast one vote for each Voting Bond ownedat close of business on the day prior to the date of the Bondholders' Meeting in accordancewith the records registered in the Securities Register. Whoever opens the Bondholders'Meeting shall adjudicate any question concerning which Bonds shall count as the Issuer'sBonds. The Issuer's Bonds shallnot have any voting rights.

16.3.2 In all matters, the Issuer, the Bond Trustee and any Bondholder have the right to demand voteby ballot. In case of parity of votes, the chairman shall have the deciding vote, regardless of thechairman being a Bondholder or not.

16.3.3 In order to fonn a quorum, at least half (1/2) of the Voting Bonds must be represented at themeeting, see however Clause 16.4. Even if less than half (1/2) of the Voting Bonds arerepresented, the Bondholders' Meeting shall be held and voting completed.

16.3.4 Resolutions shall be passed by simple majority of the Voting Bonds represented at theBondholders' Meeting, unless otherwise set forth in Clause 16.3.5.

16.3.5 In the following matters, a majority of at least 2/3 of the Voting Bonds represented at theBondholders' Meeting is required:

#3635367/2 26 (33)

(a) amendment of the terms of this Bond Agreement regarding the interest rate, the tenor,redemption price and other terms and conditions affecting the cash flow of the Bonds;

(b) transfer of rights and obligations of this Bond Agreement to another issuer (Issuer), or

(c) change of Bond Trustee.

16.3.6 The Bondholders' Meeting may not adopt resolutions which may give certain Bondholders orothers an unreasonable advantage at the expense of other Bondholders.

16.3.7 The Bond Trustee shall ensure that resolutions passed at the Bondholders' Meeting areproperly implemented.

16.3.8 The Issuer, the Bondholders and the Exchange shall be notified of resolutions passed at theBondholders' Meeting.

16.4 Repeated Bondholders' meeting

16.4.1 If the Bondholders' Meeting does not form a quorum pursuant to Clause 16.3.3, a repeatedBondholders' Meeting may be summoned to vote on the same matters. The attendance and thevoting result of the first Bondholders' Meeting shall be specified in the summons for therepeated Bondholders' Meeting.

16.4.2 When a matter is tabled for discussion at a repeated Bondholders' Meeting, a valid resolutionmay be passed even though less than half (1/2) of the Voting Bonds are represented,

17. THE BOND TRUSTEE

17.1 The role and authority of the Bond Trustee

17.1.1 The Bond Trustee shall monitor the compliance by the Issuer of its obligations under this BondAgreement and applicable laws and regulations which are relevant to the terms of this BondAgreement, including supervision of time ly and correct payment of principal or interest,inform the Bondholders, the Paying Agent and the Exchange of relevant information which isobtained and received in its capacity as Bond Trustee (however, this shall not restrict the BondTrustee from discussing matters of confidentiality with the Issuer), arrange Bondholders'Meetings, and make the decisions and implement the measures resolved pursuant to this BondAgreement. The Bond Trustee is not obligated to assess the Issuer's financial situation beyondwhat is directly set forth in this Bond Agreement.

17.1.2 The Bond Trustee may take any step necessary to ensure the rights of the Bondholders in allmatters pursuant to the terms of this Bond Agreement. The Bond Trustee may postpone takingaction until such matter has been put forward to the Bondholders' Meeting.

17.1.3 Except as provided for in Clause 17.1.5 the Bond Trustee may reach decisions binding for allBondholders concerning this Bond Agreement, including amendments to the Bond Agreementand waivers 01' modifications of certain provisions, which in the opinion of the Bond Trustee,do not have a Material Adverse Effect on the rights or interests of the Bondholders pursuant tothis Bond Agreement.

17.1.4 Except as provided for in Clause 17.1.5, the Bond Trustee may reach decisions binding for allBondholders in circumstances other than those mentioned in Clause 17.1.3 provided priornotification has been made to the Bondholders. Such notice shall contain a proposal of theamendment and the Bond Trustee's evaluation. Further, such notification shall state that the

#3635367/2 27 (33)

Bond Trustee may not reach a decision binding for all Bondholders in the event that anyBondholder submit a written protest against the proposal within a deadline set by the BondTrustee, Such deadline may not be less than five - 5 - Business Days following the dispatch ofsuch notification.

17.1.5 The Bond Trustee may not reach decisions pursuant to Clauses 17.1.3 or 17.1.4 for matters setforth in Clause 16.3.5 except to rectify obvious incorrectness, vagueness Ol' incompleteness.

17.1.6 The Bond Trustee may not adopt resolutions which may give certain Bondholders or others anunreasonable advantage at the expense of other Bondholders.

17.1.7 The Issuer, the Bondholders and the Exchange shall be notified of decisions made by the BondTrustee pursuant to Clause 17.1 unless such notice obviously is unnecessary,

17.1.8 The Bondholders' Meeting can decide to replace the Bond Trustee without the Issuer'sapproval, as provided for in Clause 16.3.5.

17.2 Liability and indemnity

17.2.1 The Bond Trustee is liable only for direct losses incurred by Bondholders or the Issuer as aresult of negligence or wilfulmisconduct by the Bond Trustee in performing its functions andduties as set forth in this Bond Agreement. The Bond Trustee is not liable for the content ofinformation provided to the Bondholders on behalf of the Issuer.

17.2.2 The Issuer is liable for, and shall indemnify the Bond Trustee fully in respect of, all losses,expenses and liabilities incurred by the Bond Trustee as a result of negligence by the Issuer(including its directors, management, officers, employees, agents and representatives) to fulfilits obligations under the terms of this Bond Agreement and any other Finance Documents,including losses incurred by the Bond Trustee as a result of the Bond Trustee's actions based

on misrepresentations made by the Issuer in connection with the establishment andperformance ofthis Bond Agreement and the other Finance Documents.

17.3 Change of Bond Trustee

17.3.1 Change of Bond Trustee shall be carried out pursuant to the procedures set forth in Clause 16.The Bond Trustee shall continue to carry out its duties as bond trustee until such time that anew Bond Trustee is elected.

17.3.2 The fees and expenses of a new bond trustee shall be covered by the Issuer pursuant to theterms set out in Clause 14, but may be recovered wholly or partially from the Bond Trustee ifthe change is due to a breach of the Bond Trustee duties pursuant to the terms of this BondAgreement or other circumstances for which the Bond Trustee is liable.

17.3.3 The Bond Trustee undertakes to co-operate so that the new bond trustee receives withoutundue delay following the Bondholders' Meeting the documentation and informationnecessary to perform the functions as set forth under the terms ofthis Bond Agreement.

113635367/2 28 (33)

18. MISCELLANEOUS

18.1 The community of Bondholders

18.1.1 By virtue of holding Bonds, which are governed by this Bond Agreement (which pursuant toClause 2.1.1 is binding upon all Bondholders), a community exists between the Bondholders,implying, inter alia, that:

(a) the Bondholders are bound by the terms ofthis Bond Agreement,

(b) the Bond Trustee has power and authority to act on behalf of the Bondholders,

(c) the Bond Trustee has, in order to administrate the terms of this Bond Agreement,access to the Securities Register to review ownership of Bonds registered in theSecurities Register,

(i) the Bonds rank pad passu between each other,

(d) this Bond Agreement establishes a community between Bondholders meaning that:

(H) the Bondholders may not, based on this Bond Agreement, act directly towardsthe Issuer and may not themselves institute legal proceedings against the Issuer,however not restricting the Bondholders to exercise their individual rightsderived from the Bond Agreement.

(iii) the Issuer may not, based on this Bond Agreement, act directly towards theBondholders,

#363536712 29 (33)

(iv) the Bondholders may not cancel the Bondholders' community, and that

(v) the individual Bondholder may not resign from the Bondholders' community.

18.2 Defeasance

18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (seeClause 18.2.2) upon complying with the following conditions ("Covenant Defeasance");

(a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of theBondholders cash or government obligations accepted by the Bond Trustee (the

"Defeasance Pledge") in such amounts as will be sufficient for the payment ofprincipal (including if applicable premium payable upon exercise of a Call Option)

and interest on the Outstanding Bonds to Maturity Date (or redemption upon aexercise of a notified Call Option);

(b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonableacceptable to the Bond Trustee to the effect that the Bondholders will not recognizeincome, gain or loss for income tax purposes (including under US federal orNorwegian laws, if applicable) as a result of the Defeasance Pledge and CovenantDefeasance, and will be subject to such income tax on the same amount and in thesame manner and at the same times as would have been the case if the DefeasancePledge had not occurred;

(c) no Event of Default shall have occurred and be continuing on the date ofestablishment of the Defeasance Pledge, or insofar as Events of Default frombankruptcy or insolvency events are concerned, at any time in the period ending onthe 181st clay after the date of establishment of the pledge;

(d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach 01'

violation of any material agreement or instrument binding upon the Issuer, 01' the

Memorandum of Association, Bye-Laws or other corporate documents governing theIssuer;

(e) the Issuer shall have delivered to the Bond Trustee a certificate signed by Hoegh LNGAS' Chief Executive Officer (the manager of the Issuer) that the Defeasance Pledgewas not made by the Issuer with the intent of preferring the Bondholders over anyother creditors of the Issuer or with the intent of defeating, hindering, delaying ordefrauding any other creditors of the Issuer or others; and

(f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinionreasonably required regarding the Covenant Defeasance or Defeasance Pledge(including certificate fr0111Chief Executive Officer of Hoegh LNG AS (the managerof the Issuer) and a legal opinion from its legal counsel to the effect that all conditionsfor Covenant Defeasance have been complied with; ancl that the Defeasance Pledge(i) will not be subject to any rights of creditors of the Issuer, (H) will constitute avalid, perfected and enforceable security interest in favour of the Bond Trustee for thebenefit of the Bondholders, and (iii) after the 181 st day following the establishment,the funds and assets so pledged will not be subject to the effects of any applicablebankruptcy, insolvency, reorganization or similar laws affecting creditors rightsgenerally under the laws of the jurisdiction where the Defeasance Pledge wasestablished and the corporate domicile of the Issuer.

18.2.2 Upon the exercise by the Issuer of its option under Clause 18.2.1;

(a) the Issuer shall be released from its obligations under all provisions in Clause 13,except 13.2.I(a), (e), (h) and (i);

113635367/2 30 (33)

(b) the Issuer shall not (and shall ensure that no Group Companies shall) take any actionthat may cause the value of the security interest created by this Covenant Defeasanceto be reduced, and shall at the request of the Bond Trustee execute, Ol' cause to beexecuted, such further documentation and perform such other acts as the BondTrustee may reasonably require in order for the security interests to remain valid,enforceable and perfected by the Bond Trustee for the account of the Bondholders;

(c) all other provisions of the Bond Agreement (except (a) - (b) above) shall remain fullyin force without any modifications.

18.2.3 Allmoneys amount covered by the Defeasance Pledge shall be applied by the Bond Trustee, inaccordance with the provisions of this Bond Agreement, to the payment to the Bondholders ofall sums due to them under this Bond Agreement on the due date thereof.

Any excess funds not required for the payment of principal, premium ancl interest to theBondholders (including any expenses, fees etc. due to the Boncl Trustee hereunder) shall bereturned to the Issuer.

18.3 Limitation of claims

18.3.1 All claims under the Bonds ancl this Bond Agreement for payment, including interest andprincipal, shall be subject to the time-bar provisions of the Norwegian Limitation Act of May18, 1979 No. 18.

18.4 Access to information

18.4.1 The Bond Agreement is available to anyone and copies may be obtained from the BondTrustee or the Issuer. The Issuer shall ensure that the Bond Agreement is available in copyform to the general public until all the Bonds have been fully discharged.

18.4.2 The Bond Trustee shall, in order to carry out its functions and obligations under the BondAgreement, have access to the Securities Register for the purposes of reviewing ownership ofthe Bonds registered in the Securities Register.

18.5 Amendments

18.5.1 All amendments ofthis Bond Agreement shall be made in writing, and shall unless otherwiseprovided for by this Bond Agreement, only be made with the approval of all parties hereto.

18.6 Notices, contact information

18.6.1 Written notices, warnings, summons etc to the Bondholders made by the Bond Trustee shall besent via the Securities Register with a copy to the Issuer and the Exchange. Information to theBondholders may also be published at the web site www.stamdata.no.

18.6.2 The Issuer's written notifications to the Bondholders shall be sent via the Bond Trustee,alternatively through the Securities Register with a copy to the Bond Trustee and theExchange.

18.6.3 Unless otherwise specifically provided, all notices or other communications under or inconnection with this Bond Agreement between the Bond Trustee and the Issuer shall be givenor made in writing, by letter, or telefax. Any such notice or communication addressed shall bedeemed to be given 01' made as follows:

(a) if by letter, when delivered at the address of the relevant Party;

#3635367/2 31 (33)

(b) ifby telefax, when received.

However, a notice given in accordance with the above but received on a day which is not abusiness day in the place of receipt, 01' after 3:00 p.m. on such a business day, shall only bedeemed to be given at 9:00 a.m. on the next business day in that place.

18.6.4 The Issuer and the Bond Trustee shall ensure that the other party is kept informed of changesin postal address, e-mail address, telephone and fax numbers and contact persons

18.7 Dispute resolution and legal venue

18.7.1 This Bond Agreement and all disputes ansmg out of, or in connection with this BondAgreement between the Bond Trustee, the Bondholders and the Issuer, shall be governed byNorwegian law.

18.7.2 Subject to Clause 18.7.3, all disputes arising out of, or in connection with this BondAgreement between the Bond Trustee, the Bondholders and the Issuer, shall be exclusivelyresolved by the courts of Norway, with the District Court of Oslo as sole legal venue.

18.7.3 Clause 18.7.2 is for the benefit of the Bond Trustee only. As a result, the Bond Trustee shallnot be prevented from taking proceedings relating to a dispute in any other courts withjurisdiction. To the extent allowed by law, the Bonel Trustee may take concurrent proceedingsin any number of jurisdictions.

*****This Bond Agreement has been executed in two originals, of which the Issuer and the Bond Trusteeretain one each.

For the Issuer For the Bond Trustee

1rAt'......~~.~..: «;v0:x .By: Sveinung Støhle

Position: President Position:

#3635367/2 32 (33)

ATTACHMENT 1

COMPLIANCE CERTIFICATE

Norsk Tillitsmann ASA

P.O. Box 1470 Vika

N-0116 Oslo

Norway

Fax: + 47 22879410

E-mail: l11ail@trustee.no

[date]

Deal' Sirs,

HOEGH LNG HOLDINGS LTD. BOND AGREEMENT 2012/2017 - ISIN 001066095.4

We refer to the Bond Agreement for the above mentioned Bond Issue made between NorskTi lIitsmann ASA as Bond Trustee on behalf of the Bondholders, and the undersigned as Issuer underwhich a Compliance Certificate shall be issued. This letter constitutes the Compliance Certificate forthe period [PERIOD].

Capitalised words and expressions are used herein as defined in the Bond Agreement.

With reference to Clause 13.2.3 we hereby certify that:

1. all information contained herein is true and accurate ancl there has been no change whichwould have a material adverse effect on the financial condition of the Issuer since the date ofthe last accounts Ol' the last Compliance Certificate submitted to you.

2. the covenants set out in Clause 13 are satisfied.

3. in accordance with Clause 13.5(b) the Free Group Cash is [ ].

4. in accordance with Clause 13.5(b) the Free Cash is [ ].

5. in accordance with Clause 13.5(c) the Book Equity is [ ].

Copies of our latest consolidated [annual audited/quarterly unaudited] accounts are enclosed.

Yours faithfully,

For Hoegh LNG Holdings Ltd.

Name:Title: [ Chief Executive Officer / Chief Financial Officer] of Hoegh LNG AS as managers of theIssuer

Enclosure: [copy of any written documentation]

#3635367/2 33 (33)

'fL