Common use of AMENDMENT OF MEMORANDUM AND ARTICLES Clause in Contracts

AMENDMENT OF MEMORANDUM AND ARTICLES. Subject to the provisions of the Law, the Company may from time to time by Special Resolution alter or amend the Memorandum or these Articles in whole or in part provided that no such amendment shall affect the special rights attaching to any class of Shares without the consent or sanction provided for in these Articles. Notwithstanding anything to the contrary in the Memorandum or in these Articles or in Law, for so long as HLNG is a Member, the Company shall not alter or amend the Memorandum or these Articles in whole or in part, without the prior written consent of HLNG SCHEDULE A INSURANCE POLICIES Hull & Machinery insurance: All insurances carried, or to be carried, by the owner of the Vessel are placed as part of Höegh LNG’s fleet placements in the international insurance markets. With effect from December 1, 2016, for 24 months (subject to a review clause in 12 months if fleet claims exceed $2 million), the Vessel is insured for the following insured values: - Hull & Machinery (H&M) USD 274,000,000 - Hull Interest (HI) USD 68,500,000 - Freight Interest(FI) USD 68,500,000 USD 411,000,000 The insurances are placed on insurance conditions as per the Nordic Marine Insurance Plan of 2013 (version 2016) in accordance with Part one and Chapters 10–13, “on full conditions” as per the Nordic Plan 2013 Clause 10-4, and as per Owner’s Special Conditions and Clauses. The Nordic Plan 2013 provides cover on an "all risks" basis. The Nordic Plan 2013 includes under Chapter 13 coverage for liability of the assured arising from collision with another ship (Running Down Clause "RDC") or striking against Fixed and Floating Objects ("FFO") – on 4/4ths basis in both respects. RDC and FFO thus being excluded under the P&I cover. Höegh LNG Holdings Ltd. (H&M) Brokers Underwriters S&P rating Share Xxxxxx Xxxxxx Xxxxxx, Oslo Norwegian Hull Club A 10.0 % Gard Marine & Energy A+ 15.0 % Swedish Club, Gothenburg BBB + 7.5 % Alandia Marine, Åland BBB + 5.0 % Mitsui Sumitomo Insurance A+ 5.5 % Codan, Bergen A 7.5 % Xxxxxx Xxxxxx Xxxxxx, London Lloyds (13,5%) / RSA (9%) A+ / A 22.5 % Gr. Eyssautier, Paris AXA Corporate Solution AA- 10.0 % Allianz Global Corporate & Speciality A+ 10.0 % Generali Assurances lard BBB + 5.5 % PartnerRe A+ 1.5 % 100.0 % Schedule A to Contribution, Purchase and Sale Agreement As Claims Leader for 100% placement is appointed Norwegian Hull Club. Deductible for Particular Average (damage to own vessel) is USD 473,000. Deductible for Damage Done (collision liability) is USD 50,000. Assureds:

Appears in 2 contracts

Samples: Contribution, Purchase and Sale Agreement, Contribution, Purchase and Sale Agreement (Hoegh LNG Partners LP)

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AMENDMENT OF MEMORANDUM AND ARTICLES. Subject to the provisions of the Law, the Company may from time to time by Special Resolution alter or amend the Memorandum or these Articles in whole or in part provided that no such amendment shall affect the special rights attaching to any class of Shares without the consent or sanction provided for in these Articles. Notwithstanding anything to the contrary in the Memorandum or in these Articles or in Law, for so long as HLNG is a Member, the Company shall not alter or amend the Memorandum or these Articles in whole or in part, without the prior written consent of HLNG 38 SCHEDULE A INSURANCE POLICIES Hull & Machinery insurance: All insurances carried, or to be carried, by the owner of the Vessel are placed as part of Höegh LNG’s fleet placements in the international insurance markets. With effect from December 1, 2016, for 24 months (subject to a review clause in 12 months if fleet claims exceed $2 million), the Vessel is insured for the following insured values: - Hull & Machinery (H&M) USD 274,000,000 - Hull Interest (HI) USD 68,500,000 - Freight Interest(FI) USD 68,500,000 USD 411,000,000 The insurances are placed on insurance conditions as per the Nordic Marine Insurance Plan of 2013 (version 2016) in accordance with Part one and Chapters 10–13, “on full conditions” as per the Nordic Plan 2013 Clause 10-4, and as per Owner’s Special Conditions and Clauses. The Nordic Plan 2013 provides cover on an "all risks" basis. The Nordic Plan 2013 includes under Chapter 13 coverage for liability of the assured arising from collision with another ship (Running Down Clause "RDC") or striking against Fixed and Floating Objects ("FFO") – on 4/4ths basis in both respects. RDC and FFO thus being excluded under the P&I cover. Höegh LNG Holdings Ltd. (H&M) S&P Brokers Underwriters S&P rating Share Xxxxxx Xxxxxx Xxxxxx, Oslo Norwegian Hull Club A 10.0 10.0% Gard Marine & Energy A+ 15.0 15.0% Swedish Club, Gothenburg BBB + 7.5 7.5% Alandia Marine, Åland BBB + 5.0 5.0% Mitsui Sumitomo Insurance A+ 5.5 5.5% Codan, Bergen A 7.5 7.5% Xxxxxx Xxxxxx Xxxxxx, London Lloyds (13,5%) / RSA (9%) A+ / A 22.5 22.5% Gr. Eyssautier, Paris AXA Corporate Solution AA- 10.0 10.0% Allianz Global Corporate & Speciality A+ 10.0 10.0% Generali Assurances lard BBB + 5.5 5.5% PartnerRe A+ 1.5 1.5% 100.0 100.0% Schedule A to Contribution, Purchase and Sale Agreement As Claims Leader for 100% placement is appointed Norwegian Hull Club. Deductible for Particular Average (damage to own vessel) is USD 473,000. Deductible for Damage Done (collision liability) is USD 50,000. Assureds:: Assured: Höegh LNG FSRU IV Ltd., Cayman Islands (Registered Owner) Höegh LNG Ltd., Bermuda (Holding Company to Registered Owner) Co-assured Höegh LNG Group companies: Höegh LNG Fleet Management AS, Norway (Technical Manager) Höegh LNG AS, Norway (Commercial Manager) Höegh LNG Colombia SAS, Colombia (Operational Service Provider) Höegh LNG Maritime Management Ltd., Singapore (Crew) Co-assured other party: Sociedad Portuaria El Cayao S.A. E.S.P., Barranquilla, Colombia (“SPEC”) as Lessee under International Leasing Agreement and Customer under FSRU Operation and Services Agreement, according to requirements in said contracts – defined to be “Lessee, Customer and all Lessee’s and Customer’s Affiliates, contractors, servants, and subcontractors, and any such Person’s directors, officers, employees, agents, representatives, accountants, consultants, attorneys and advisors”. Mortgagee: Nordea Bank Norge ASA, Oslo Schedule A to Contribution, Purchase and Sale Agreement Loss of Hire insurance The Vessel is covered in accordance with the Nordic Marine Insurance Plan 2013, (Version 2016) Chapter 16, with daily amount USD 133,500, deductible 21 days and max cover 180 days per incident. War risk insurance The Vessel is entered with Den Norske Krigsforsikring for Skib (DNK - The Norwegian Shipowners' Mutual War Risk Insurance Association) for continuous membership until terminated, with anniversary date January 1 each year, for the same insured values as under marine risks insurances. Protection & Indemnity Insurance (P&I) The Vessel is entered with the P&I Club Gard, Norway, for continuous membership until terminated, with anniversary date February 20 each year. Gard is a member of the International Group of P&I Clubs. The deductibles are specially agreed and apply to claims including any legal and other costs: - Crew: USD 10,000 per port of call - Cargo and General Average: USD 50,000 per cargo carrying voyage - Other P&I Liabilities: USD 5,500 per event Schedule A to

Appears in 1 contract

Samples: Contribution, Purchase and Sale Agreement

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AMENDMENT OF MEMORANDUM AND ARTICLES. Subject to the provisions of the Law, the Company may from time to time by Special Resolution alter or amend the Memorandum or these Articles in whole or in part provided that no such amendment shall affect the special rights attaching to any class of Shares without the consent or sanction provided for in these Articles. Notwithstanding anything to the contrary in the Memorandum or in these Articles or in Law, for so long as HLNG is a Member, the Company shall not alter or amend the Memorandum or these Articles in whole or in part, without the prior written consent of HLNG 38 SCHEDULE A INSURANCE POLICIES Hull & Machinery insurance: All insurances carried, or to be carried, by the owner of the Vessel are placed as part of Höegh LNG’s fleet placements in the international insurance markets. With effect from December 1, 2016, for 24 months (subject to a review clause in 12 months if fleet claims exceed $2 million), the Vessel is insured for the following insured values: - Hull & Machinery (H&M) USD 274,000,000 - Hull Interest (HI) USD 68,500,000 - Freight Interest(FI) USD 68,500,000 USD 411,000,000 The insurances are placed on insurance conditions as per the Nordic Marine Insurance Plan of 2013 (version 2016) in accordance with Part one and Chapters 10–13, “on full conditions” as per the Nordic Plan 2013 Clause 10-4, and as per Owner’s Special Conditions and Clauses. The Nordic Plan 2013 provides cover on an "all risks" basis. The Nordic Plan 2013 includes under Chapter 13 coverage for liability of the assured arising from collision with another ship (Running Down Clause "RDC") or striking against Fixed and Floating Objects ("FFO") – on 4/4ths basis in both respects. RDC and FFO thus being excluded under the P&I cover. Höegh LNG Holdings Ltd. (H&M) S&P Brokers Underwriters S&P rating Share Xxxxxx Xxxxxx Xxxxxx, Oslo Norwegian Hull Club A 10.0 10.0% Gard Marine & Energy A+ 15.0 15.0% Swedish Club, Gothenburg BBB + 7.5 7.5% Alandia Marine, Åland BBB + 5.0 5.0% Mitsui Sumitomo Insurance A+ 5.5 5.5% Codan, Bergen A 7.5 7.5% Xxxxxx Xxxxxx Xxxxxx, London Lloyds (13,5%) / RSA (9%) A+ / A 22.5 22.5% Gr. Eyssautier, Paris AXA Corporate Solution AA- 10.0 10.0% Allianz Global Corporate & Speciality A+ 10.0 10.0% Generali Assurances lard BBB + 5.5 5.5% PartnerRe A+ 1.5 1.5% 100.0 100.0% Schedule SCHEDULE A to ContributionTO CONTRIBUTION, Purchase and Sale Agreement PURCHASE AND SALE AGREEMENT As Claims Leader for 100% placement is appointed Norwegian Hull Club. Deductible for Particular Average (damage to own vessel) is USD 473,000. Deductible for Damage Done (collision liability) is USD 50,000. Assureds:: Assured: Höegh LNG FSRU IV Ltd., Cayman Islands (Registered Owner) Höegh LNG Ltd., Bermuda (Holding Company to Registered Owner) Co-assured Höegh LNG Group companies: Höegh LNG Fleet Management AS, Norway (Technical Manager) Höegh LNG AS, Norway (Commercial Manager) Höegh LNG Colombia SAS, Colombia (Operational Service Provider) Höegh LNG Maritime Management Ltd., Singapore (Crew) Co-assured other party: Sociedad Portuaria El Cayao S.A. E.S.P., Barranquilla, Colombia (“SPEC”) as Lessee under International Leasing Agreement and Customer under FSRU Operation and Services Agreement, according to requirements in said contracts – defined to be “Lessee, Customer and all Lessee’s and Customer’s Affiliates, contractors, servants, and subcontractors, and any such Person’s directors, officers, employees, agents, representatives, accountants, consultants, attorneys and advisors”. Mortgagee: Nordea Bank Norge ASA, Oslo SCHEDULE A TO CONTRIBUTION, PURCHASE AND SALE AGREEMENT Loss of Hire insurance The Vessel is covered in accordance with the Nordic Marine Insurance Plan 2013, (Version 2016) Chapter 16, with daily amount USD 133,500, deductible 21 days and max cover 180 days per incident. War risk insurance The Vessel is entered with Den Norske Krigsforsikring for Skib (DNK - The Norwegian Shipowners' Mutual War Risk Insurance Association) for continuous membership until terminated, with anniversary date January 1 each year, for the same insured values as under marine risks insurances. Protection & Indemnity Insurance (P&I) The Vessel is entered with the P&I Club Gard, Norway, for continuous membership until terminated, with anniversary date February 20 each year. Gard is a member of the International Group of P&I Clubs. The deductibles are specially agreed and apply to claims including any legal and other costs: - Crew: USD 10,000 per port of call - Cargo and General Average: USD 50,000 per cargo carrying voyage - Other P&I Liabilities: USD 5,500 per event SCHEDULE A TO

Appears in 1 contract

Samples: Contribution, Purchase and Sale Agreement

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