To: Sumitomo Mitsui Banking Corporation Europe Limited as Agent From: Knutsen NYK Offshore Tankers AS on behalf of itself and the other Obligors and KNOT Offshore Partners L.P. as Replacement Guarantor Dear Sirs Date: 15 June 2015
Exhibit 4.1
| To: | Sumitomo Mitsui Banking Corporation Europe Limited as Agent | |
| From: | Xxxxxxx NYK Offshore Tankers AS on behalf of itself and the other Obligors and KNOT Offshore Partners L.P. as Replacement Guarantor | |
| Dear Sirs | Date: 15 June 2015 |
KNOT USD 172,500,000 Facility Agreement dated 3 April 2014 (the “Agreement”)
| 1. | We refer to the Agreement and to the accession letter dated 15 December 2014 between the parties hereto (the “Accession Letter”). This is a side letter to the Accession Letter (the “Side Letter”), supplementing and amending (as applicable) the terms of the Accession Letter. Terms defined in the Agreement have the same meaning in this Side Letter unless given a different meaning in this Accession Letter. |
| 2. | Pursuant to the Accession Letter, KNOT Offshore Partners L. P. (“XXXX”) agreed to become a Replacement Guarantor with respect to all amounts outstanding in respect of KNOT Shuttle Tanker 20 AS and the Vessel “Xxx Xxxxx” and to be bound by the terms of the Agreement as a Replacement Guarantor pursuant to Clause 28.2 (XXXX as Replacement Guarantor) of the Agreement. By this Side Letter, XXXX agrees to become a Replacement Guarantor also with respect to all amounts outstanding in respect of KNOT Shuttle Tanker 21 AS and the Vessel “Xxx Xxxxx”, pursuant to Clause 28.2 (XXXX as Replacement Guarantor) of the Agreement, thereby guaranteeing, on a cross collateral basis, for all amounts outstanding under the Agreement and the other Finance Documents (including also, but not limited to, under the Hedging Agreements). |
| 3. | XXXX is a company duly incorporated under the laws of the Xxxxxxxx Islands. XXXX’x administrative details are as follows: |
Address:
2 Queen’s Cross,
Aberdeen,
Xxxxxxxxxxxxx XX00 0XX,
Xxxxxx Xxxxxxx
Fax No: x00 (0) 0000 000000
Attention: CFO/CEO
| 4. | This Accession Letter is governed by Norwegian law and XXXX has appointed KNOT Shuttle Tanker 20 AS as its process agents in respect of this Accession Letter and the other Finance Documents. |
| Xxxxxxx NYK Offshore Tankers AS | ||
| /s/ Xxxxx Xxxxx Urtegaard | ||
| Name: | Xxxxx Xxxxx Urtegaard | |
| Title: | Attorney-in-fact | |
| KNOT Offshore Partners L.P. | ||
| /s/ Xxxx X. Xxxxxxx | ||
| Name: | Xxxx X. Xxxxxxx | |
| Title: | Chief Executive Officer | |
| Confirmed by the Agent | ||
| Sumitomo Mitsui Banking Corporation Europe Limited | ||
| /s/ Xxxxxxxx Xxxxxxxxx | ||
| Name: | Xxxxxxxx Xxxxxxxxx | |
| Title: | Attorney in fact | |
| Confirmed by the process agent | ||
| KNOT Shuttle Tankers 20 AS | ||
| /s/ Xxxxx Xxxxx Urtegaard | ||
| Name: | Xxxxx Xxxxx Urtegaard | |
| Title: | Attorney-in-fact | |
