FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KNOT OFFSHORE PARTNERS LPLimited Partnership Agreement • April 15th, 2014 • KNOT Offshore Partners LP • Water transportation • Marshall Islands
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KNOT OFFSHORE PARTNERS LP, dated as of April 15, 2013, is entered into by and between KNOT Offshore Partners GP LLC, a Marshall Islands limited liability company, as the General Partner and Knutsen NYK Offshore Tankers AS, a Norwegian private limited liability company, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:
DATED 3rd August 2023 SERVICE AGREEMENT between KNOT OFFSHORE PARTNERS UK LLC and DEREK LOWEService Agreement • September 11th, 2023 • KNOT Offshore Partners LP • Water transportation • England and Wales
KNOT OFFSHORE PARTNERS LP Common Units Representing Limited Partner Interests At-the-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • November 2nd, 2023 • KNOT Offshore Partners LP • Water transportation • New York
Dated 9 April 2013 FOURTH SUPPLEMENTAL AGREEMENT between KNOT SHUTTLE TANKERS 17 AS as Borrower and EKSPORTFINANS ASA as lender for Loan A and KNUTSEN NYK OFFSHORE TANKERS AS as Parent Guarantor and KNOT OFFSHORE PARTNERS LP KNOT SHUTTLE TANKERS AS as...Loan and Guarantee Facility Agreement • April 15th, 2014 • KNOT Offshore Partners LP • Water transportation • Oslo
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KNOT OFFSHORE PARTNERS LPLimited Partnership Agreement • June 30th, 2017 • KNOT Offshore Partners LP • Water transportation • Marshall Islands
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KNOT OFFSHORE PARTNERS LP, dated as of June 30, 2017, is entered into by and between KNOT Offshore Partners GP LLC, a Marshall Islands limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto, as provided herein.
AMENDMENT AND RESTATEMENT AGREEMENTTerm and Revolving Facilities Agreement • September 7th, 2016 • KNOT Offshore Partners LP • Water transportation
Each Obligor represents and warrants to each Finance Party that on the date of this Restatement Agreement and on the Restatement Date:
SHIP MANAGEMENT AGREEMENT THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT CODE NAME: “SHIPMENT 98” PART IShip Management Agreement • July 14th, 2014 • KNOT Offshore Partners LP • Water transportation • London
It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes “A” (Details of Vessel), “B” (Details of Crew) and “D” (Associated Vessels) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes “A” and “B”, “C” and “D” shall prevail over those of PART II to the extent of such conflict but no further.
OMNIBUS AGREEMENT AMONG KNUTSEN NYK OFFSHORE TANKERS AS KNOT OFFSHORE PARTNERS LP KNOT OFFSHORE PARTNERS GP LLC KNOT SHUTTLE TANKERS 17 AS AND KNOT SHUTTLE TANKERS 18 ASOmnibus Agreement • April 15th, 2014 • KNOT Offshore Partners LP • Water transportation
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among KNUTSEN NYK OFFSHORE TANKERS AS, a company organized under the laws of Norway (“KNOT”), KNOT OFFSHORE PARTNERS LP, a Marshall Islands limited partnership (the “MLP”), KNOT OFFSHORE PARTNERS GP LLC, a Marshall Islands limited liability company (including any permitted successors and assigns under the MLP Agreement (as defined herein)) (the “General Partner”), KNOT SHUTTLE TANKERS 17 AS, a Norwegian private limited liability company, and KNOT SHUTTLE TANKERS 18 AS, a Norwegian private limited liability company.
UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2017 • KNOT Offshore Partners LP • Water transportation • New York
KNOT Offshore Partners LP, a limited partnership organized under the laws of the Republic of the Marshall Islands (the “Partnership”), proposes to sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriter”), 3,000,000 common units (the “Units”), each representing a limited partner interest in the Partnership (the “Common Units”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3, which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, the Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus or the Prospectus shall be deemed
Dated 26 June 2014 SECOND SUPPLEMENTAL AGREEMENT between KNUTSEN SHUTTLE TANKERS 15 AS as Borrower and KNUTSEN NYK OFFSHORE TANKERS AS as Parent Guarantor and KNOT OFFSHORE PARTNERS LP KNOT SHUTTLE TANKERS AS as Guarantors DNB BANK ASA NORDEA BANK...Second Supplemental Agreement • July 14th, 2014 • KNOT Offshore Partners LP • Water transportation • Oslo
DATED 11 April 2013 KNOT OFFSHORE PARTNERS LP as Guarantor - and - DNB BANK ASA as Security Trustee GUARANTEE AND INDEMNITY in respect of the obligations of Knutsen Shuttle Tankers XII KS under a US$19,000,000 loan facility relating toGuarantee and Indemnity • April 15th, 2014 • KNOT Offshore Partners LP • Water transportation
SHIP MANAGEMENT AGREEMENT THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT CODE NAME: “SHIPMAN 98” PART 1 Name Name Knutsen Shuttle tanker XII KS Knutsen OAS Shipping AS Place of registered office Place of...Ship Management Agreement • March 18th, 2016 • KNOT Offshore Partners LP • Water transportation • New York
This Agreement shall come into effect on the day stated in Box 4 and shall continue until terminated by either party giving to the other notice in writing, in which event the Agreement shall terminate upon the expiration of a period of six moth from the date upon which such notice was given.
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KNOT OFFSHORE PARTNERS LPLimited Partnership Agreement • September 10th, 2021 • KNOT Offshore Partners LP • Water transportation • Marshall Islands
This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. This Certificate shall be governed by and construed in accordance with the laws of the Republic of the Marshall Islands.
TERM FACILITY AGREEMENT between KNUTSEN SHUTTLE TANKERS XII KS as borrower KNOT SHUTTLE TANKERS AS and KNOT OFFSHORE PARTNERS L.P as guarantors THE FINANCIAL INSTITUTIONS listed in Schedule 1 as original lenders ABN AMRO BANK N.V., BNP PARIBAS, DNB...Term Facility Agreement • December 9th, 2014 • KNOT Offshore Partners LP • Water transportation
DATED 1 December 2009 (as amended by a supplemental agreement dated 14 February 2011, a second supplemental agreement dated 6 July 2012, a third supplemental agreement dated 27 February 2013 and as amended and restated by an amendment and restatement...Loan Agreement • March 19th, 2013 • KNOT Offshore Partners LP • Water transportation
was originally made on 1 December 2009 and was amended by a supplemental agreement dated 14 February 2011, a second supplemental agreement dated 6 July 2012, a third supplemental agreement dated 27 February 2013 and was amended and restated by the Amendment and Restatement Deed.
CONTRIBUTION AND SALE AGREEMENT Dated as of April 15, 2013Contribution and Sale Agreement • April 15th, 2014 • KNOT Offshore Partners LP • Water transportation • New York
This CONTRIBUTION AND SALE AGREEMENT (this “Agreement”), dated as of April 15, 2013 is made by and among Knutsen NYK Offshore Tankers AS, a Norwegian private limited liability company (“KNOT”), KNOT Offshore Partners LP, a Marshall Islands limited partnership (the “Partnership”), KNOT Offshore Partners GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership (the “General Partner”), KNOT Offshore Partners UK LLC, a Marshall Islands limited liability company (“KNOT UK”), and KNOT Shuttle Tankers AS, a Norwegian private limited liability company (“KNOT Shuttle Tankers”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
USD 172,500,000 SENIOR SECURED CREDIT FACILITIES AGREEMENT dated 3 April 2014 for KNOT Shuttle Tankers 20 AS and KNOT Shuttle Tankers 21 AS as joint and several Borrowers with Knutsen NYK Offshore Tankers AS as Original Guarantor arranged by Sumitomo...Senior Secured Credit Facilities Agreement • March 25th, 2015 • KNOT Offshore Partners LP • Water transportation
SHIP MANAGEMENT AGREEMENT THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT CODE NAME: “SHIPMAN 98” PART I 1. Date of Agreement 10th November 2010 Name of Vessel Windsor Knutsen 2. Owners (name, place of...Ship Management Agreement • February 28th, 2013 • KNOT Offshore Partners LP • Water transportation • London
THIS AGREEMENT (the “Agreement”) is made on July 29th, 2014 BETWEENCharter Agreement • September 26th, 2014 • KNOT Offshore Partners LP • Water transportation
LOAN AGREEMENT SELLER’S CREDITLoan Agreement • March 25th, 2015 • KNOT Offshore Partners LP • Water transportation
THE UNDERSIGNED, KNOT SHUTTLE TANKERS AS, of Smedasundet 40, 5529 Haugesund, Norway, a company registered in Norway with registration number 998 942 829 (the “Borrower”)
SHARE PURCHASE AGREEMENT Between Knutsen NYK Offshore Tankers AS (as Seller) And KNOT Shuttle Tankers AS (as Buyer) for the sale and purchase of the shares inShare Purchase Agreement • March 25th, 2015 • KNOT Offshore Partners LP • Water transportation
SHIP MANAGEMENT AGREEMENT THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT CODE NAME: “SHIPMAN 98” PART 1Ship Management Agreement • December 3rd, 2015 • KNOT Offshore Partners LP • Water transportation • London
SHIPMAN 2009 STANDARD SHIP MANAGEMENT AGREEMENT PART I 1. Place and date of Agreement 2. Date of commencement of Agreement (Cls. 2, 12, 21 and 25) Copenhagen, May 13th, 2014 3. Owners (name, place of registered office and law of registry) (Cl. 1) 4....Ship Management Agreement • June 29th, 2015 • KNOT Offshore Partners LP • Water transportation
KNOT OFFSHORE PARTNERS LP [—] Common Units Representing Limited Partner Interests FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2013 • KNOT Offshore Partners LP • Water transportation • New York
KNOT Offshore Partners LP, a limited partnership organized under the laws of The Republic of The Marshall Islands (the “Partnership”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [—] common units (the “Firm Units”), each representing a limited partner interest in the Partnership (the “Common Units”). The Partnership also proposes to grant to the Underwriters an option to purchase up to [—] additional Common Units (the “Option Units”) on the terms and for the purposes set forth in Section 2. The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” Certain terms used herein and not otherwise defined are defined in Section 20 hereof.
No. 004058 EXECUTION VERSIONLoan Agreement • August 10th, 2017 • KNOT Offshore Partners LP • Water transportation • England
DATED 17 December 2014 USD 90,000,000 FACILITY AGREEMENT for KNUTSEN SHUTTLE TANKERS 19 AS as Borrower and KNUTSEN NYK OFFSHORE TANKERS AS as Guarantor with THE FINANCIAL INSTITUTIONS listed in Schedule 1 acting as Original Lenders and SUMITOMO MITSUI...Facility Agreement • December 5th, 2016 • KNOT Offshore Partners LP • Water transportation
COMMONWEALTH BANK OF AUSTRALIA, LONDON BRANCH, acting through its offices at Senator House, 85 Queen Victoria Street, London EC4V 4HA, United Kingdom,
ACCESSION LETTERFacilities Agreement • August 10th, 2017 • KNOT Offshore Partners LP • Water transportation
SHIP MANAGEMENT AGREEMENT THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT CODE NAME: “SHIPMAN 98” PART IShip Management Agreement • April 15th, 2014 • KNOT Offshore Partners LP • Water transportation • London
It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes “A” (Details of Vessel), “B” (Details of Crew) and “D” (Associated Vessels) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes “A” and “B”, “C” and “D” shall prevail over those of PART II to the extent of such conflict but no further.
SERIES A PREFERRED UNIT PURCHASE AGREEMENT among KNOT OFFSHORE PARTNERS LP and THE PURCHASERS PARTY HERETO December 6, 2016Series a Preferred Unit Purchase Agreement • December 6th, 2016 • KNOT Offshore Partners LP • Water transportation • New York
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KNOT OFFSHORE PARTNERS LP, dated as of [•], 2017, is entered into by and between KNOT Offshore Partners GP LLC, a Marshall Islands limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto, as provided herein.
USD 240,000,000 TERM LOAN FACILITY AGREEMENT dated 2 June 2023 for KNUTSEN SHUTTLE TANKERS XII KS KNUTSEN SHUTTLE TANKERS XII AS KNUTSEN SHUTTLE TANKERS 13 AS KNUTSEN NYK SHUTTLE TANKERS 16 AS KNOT SHUTTLE TANKERS 17 AS KNOT SHUTTLE TANKERS 18 AS as...Term Loan Facility Agreement • September 11th, 2023 • KNOT Offshore Partners LP • Water transportation
CONTENTS Clause Page 1. Definitions And Interpretation 5 2. The Facility 33 3. Purpose 34 4. Conditions Of Utilisation 34 5. Utilisation 35 6. Joint And Several Liability 36 7. Repayment 38 8. Prepayment And Cancellation 38 9. Interest 43 10. Interest Periods 45 11. Changes To The Calculation Of Interest 45 12. Fees 47 13. Tax Gross Up And Indemnities 47 14. Increased Costs 51 15. Other Indemnities 52 16. Mitigation By The Lenders 53 17. Costs And Expenses 54 18. Security 54 19. Guarantee And Indemnity 56 20. Representations 60 21. Information Undertakings 66 22. Financial Covenants 68 23. General Undertakings 70 24. Vessel Undertakings 77 25. Events Of Default 82 26. Changes To The Lenders 86 27. Changes To The Obligors 90 28. Role Of The Agent And The Mandated Lead Arrangers 92 29. Conduct Of Business By The Finance Parties And The Hedging Banks 100 30. Sharing Among The Finance Parties 100 31. Payment Mechanics 101 32. Set-Off 103
FIRST AMENDMENT TO SERIES A PREFERRED UNIT PURCHASE AGREEMENTSeries a Preferred Unit Purchase Agreement • February 2nd, 2017 • KNOT Offshore Partners LP • Water transportation • New York
THIS FIRST AMENDMENT TO SERIES A PREFERRED UNIT PURCHASE AGREEMENT (this “First Amendment”), is entered into as of February 2, 2017, by and among KNOT OFFSHORE PARTNERS LP, a Marshall Islands limited partnership (the “Partnership”), and the Purchasers party to the Purchase Agreement (as defined below).
JOINDER AGREEMENTJoinder Agreement • June 30th, 2017 • KNOT Offshore Partners LP • Water transportation
This Joinder Agreement (the “RRA Joinder Agreement”) is executed by the undersigned pursuant to the Registration Rights Agreement, dated as of February 2, 2017 (the “Agreement”) among KNOT Offshore Partners LP (the “Partnership”) and the purchaser party thereto, which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Agreement. By the execution of this Joinder Agreement, the undersigned agree as follows:
LOAN AGREEMENT SELLER’S CREDITLoan Agreement • April 15th, 2014 • KNOT Offshore Partners LP • Water transportation
THE UNDERSIGNED, KNOT SHUTTLE TANKERS AS, of Smedasundet 40, 5529 Haugesund, Norway, a company registered in Norway with registration number 998 942 829 (the “Borrower”)
BIMCO SHIPMAN 2009 STANDARD SHIP MANAGEMENT AGREEMENT PART IShipman 2009 Standard Ship Management Agreement • March 25th, 2015 • KNOT Offshore Partners LP • Water transportation • London
This document is a computer generated Shipman 2009 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
SHARE PURCHASE AGREEMENT Between Knutsen NYK Offshore Tankers AS (as Seller) And KNOT Shuttle Tankers AS (as Buyer) for the sale and purchase of the shares in Knutsen NYK Shuttle Tankers 16 ASShare Purchase Agreement • December 3rd, 2015 • KNOT Offshore Partners LP • Water transportation
