FORM OF AMENDED AND RESTATED USD 120,000,000.- LOAN AND GUARANTEE FACILITY 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...Loan and Guarantee Facility Agreement • March 19th, 2013 • KNOT Offshore Partners LP • Water transportation • Oslo
THIS AGREEMENT (the “Agreement”) is made the 11 February 2011 as amended by first supplemental agreement dated 6 June 2011, a second supplemental dated 20 September 2012, as amended and restated by a third supplemental agreement dated 22 February 2013 and as amended and restated by a fourth supplemental agreement dated [ ] 2013 (the “Fourth Supplemental Agreement”) between:
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was originally made on 1 December 2009 and was amended by a supplemental agreement dated 14 February 2011, a second supplemental agreement dated 6 July 2012, a third supplemental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.
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.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • March 19th, 2013 • KNOT Offshore Partners LP • Water transportation • England and Wales
THIS AGREEMENT made effective the 26th day of February 2013 (this “Agreement”), by and between KNOT OFFSHORE PARTNERS LP, a limited partnership duly organized and existing under the laws of the Republic of The Marshall Islands (the “Partnership”), KNOT OFFSHORE PARTNERS UK LLC, a company duly organized and existing under the laws of the Republic of The Marshall Islands (“KNOT UK”), KNUTSEN OAS (UK) LTD., a company limited by shares registered in England and Wales with company number 3765737 (“KOAS UK”), and KNUTSEN OAS SHIPPING AS, a Norwegian private limited liability company (“KOAS”), each a “Party” and collectively, the “Parties”.
