ACCESSION LETTER
Exhibit 4.24
| From: | KNOT Shuttle Tankers 30 AS | |
| Xxxxxxx NYK Offshore Tankers AS | ||
| KNOT Offshore Partners LP | ||
| KNOT Shuttle Tankers AS | ||
| To: | Nordea Bank AB (publ), filial i Norge as Agent | |
| Dated: | 1 March 2018 | |
Dear Sirs
KNOT Shuttle Tankers 30 AS –
USD 90,000,000 Facility Agreement dated 30 September 2016 (the “Agreement”)
| 1. | We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter. |
| 2. | KNOT Offshore Partners LP (“XXXX”) and KNOT Shuttle Tankers AS (“KNOT ST”) agree to become Guarantors with respect to all amounts outstanding under the Agreement and to be bound by the terms of the Agreement as Guarantor pursuant to Clause 26.2 (XXXX and KNOT ST as replacement Guarantors) of the Agreement. |
| 3. | XXXX’x and KNOT ST’s administrative details are as follows: |
| Address: 2 Queen’s Cross |
| Xxxxxxxx |
| Xxxxxxxxxxxxx XX00 0XX |
| Xxxxxx Xxxxxxx |
| Fax no.: x00 (0) 0000 000000 |
| Attention: CFO/CEO |
| 4. | We confirm that the Repeating Representations are made by each of KNOT Shuttle Tankers 30 AS, XXXX and KNOT ST on the date of this Accession Letter and that all Repeating Representations are true in all material respects on that date. |
| 5. | XXXX and KNOT ST both confirm having been notified by the Agent that accession to the Agreement as guarantors will imply that they become guarantors for existing debt, that there is no Event of Default, that the Drop Down has no Material Adverse Effect and that in addition to the guarantees from XXXX and KNOT ST, the Outstanding Indebtedness will be secured by the following Security Documents (all as defined in the Agreement): |
| (a) | the Mortgage; |
| (b) | the Assignment Agreement; |
| (c) | Assignment of Charterparty; |
| (d) | the Factoring Agreement; |
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| (e) | the Account Pledge; and |
| (f) | the Share Pledge. |
| 6. | This Accession Letter is governed by Norwegian law and XXXX has appointed KNOT ST as its process agents in respect of this Accession Letter and the other Finance Documents. |
| Yours faithfully | ||
| /s/ Xxxx Xxxxxxx Bråstein Xxxx | ||
| authorised signatory for KNOT Shuttle Tankers 30 AS | ||
| /s/ Xxxx Xxxxxxx Bråstein Xxxx | ||
| authorised signatory for Xxxxxxx NYK Offshore Tankers AS |
| /s/ Xxxx Xxxxxxx | ||
| authorised signatory for |
| /s/ Xxxx Xxxxxxx Bråstein Xxxx | ||
| authorised signatory for KNOT Shuttle Tankers AS |
