AMENDMENT NO. 3 TO ADMINISTRATIVE SERVICES AGREEMENT

Exhibit 4.5

AMENDMENT NO. 3 TO ADMINISTRATIVE SERVICES AGREEMENT

THIS AMENDMENT NO. 3 TO ADMINISTRATIVE SERVICES AGREEMENT, dated March 13, 2019, (this “Amendment No. 3”) is made effective as of June 1, 2019, by and between KNOT OFFSHORE PARTNERS LP, a limited partnership duly organized and existing under the laws of the Republic of the Xxxxxxxx Islands (the “Partnership”), KNOT OFFSHORE PARTNERS UK LLC, a company duly organized and existing under the laws of the Republic of the Xxxxxxxx Islands (“KNOT UK”), XXXXXXX OAS (UK) LTD., a company limited by shares registered in England and Wales with company number 3765737 (“KOAS UK”) and XXXXXXX OAS SHIPPING AS, a Norwegian private limited liability company (“KOAS”), and KNOT MANAGEMENT AS, a Norwegian private limited liability company (“KNOT Management” and, together with the Partnership, KNOT UK, KOAS UK and KOAS, the “Parties”).

WHEREAS, the Parties desire to amend the Administrative Services Agreement, dated February 26, 2013, between the Partnership, KNOT UK, KOAS UK, KOAS and KNOT Management, as amended by Amendment No. 1, dated May 15, 2015, and Amendment No. 2, dated November 28, 2018 (the “Administrative Services Agreement”), pursuant to Section 18 thereof to reflect that (i) as of June 1, 2019, Xxxx Xxxxxxx will become the Chief Executive Officer and Chief Financial Officer of KNOT UK and (ii) the Partnership will engage Xxxx Xxxxxxx as a Manager to act as the Chief Executive Officer and Chief Financial Officer of the Partnership;

IT IS HEREBY AGREED AS FOLLOWS:

Section 1.              Amendment.  (i) The reference to “Xxxx Xxxxxxx” in Section 17 of the Administrative Services Agreement is hereby deleted and replaced with a reference to “Xxxx Xxxxxxx” and (ii) Schedule B to the Administrative Services Agreement is hereby deleted and replaced with Schedule B attached to this Amendment No. 3.

Section 2.              Definitions.  Capitalized terms not defined in this Amendment No. 3 shall have the meanings set forth in the Administrative Services Agreement.

Section 3.              Continuance of Terms.  Except as amended by this Amendment No. 3, the Administrative Services Agreement shall continue in full force and effect according to its terms.

Section 4.              Counterparts. This Amendment No. 3 may be executed in one or more counterparts, each of which is an original and which shall together form one and the same instrument.

Section 5.              Governing Law.  This Amendment No. 3 and any dispute or claim arising out of or in connection with it (including disputes as to regarding its existence, validity or termination) or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the substantive laws of England and Wales without reference to any choice of law principle that would result in the application of any other law.

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IN WITNESS WHEREOF the Parties have executed this Amendment No. 3 as of the 13 day of  March, 2019 by their duly authorized signatories with effect on the 1st  day of June 2019.

	KNOT OFFSHORE PARTNERS LP
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Chief Executive Officer and Chief Financial Officer
	KNOT OFFSHORE PARTNERS UK LLC
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Chief Executive Officer and Chief Financial Officer
	XXXXXXX OAS (UK) LIMITED
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Chairman
	XXXXXXX OAS SHIPPING AS
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Chairman
	KNOT MANAGEMENT AS
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Chairman

[Signature Page to Amendment No. 3 to Administrative Services Agreement]

SCHEDULE B

MANAGERS PROVIDING MANAGEMENT SERVICES

Name		Position with KNOT UK		Services to be Provided to the Partnership
Xxxx Xxxxxxx		Chief Executive Officer and Chief Financial Officer		Chief Executive Officer and Chief Financial and Accounting Officer

B-1