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...Guarantee Agreement • April 5th, 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:
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • April 5th, 2013 • KNOT Offshore Partners LP • Water transportation • New York
This Structuring Fee Agreement (this “Agreement”) is entered into by and among KNOT Offshore Partners LP, a limited partnership organized under the laws of the Republic of The Marshall Islands (the “Partnership”), KNOT Offshore Partners GP LLC, a limited liability company organized under the laws of the Republic of The Marshall Islands (the “General Partner”), KNOT Offshore Partners UK LLC, a limited liability company organized under the laws of the Republic of The Marshall Islands (“GP LLC”), KNOT Shuttle Tankers AS, a company organized under the laws of Norway (“KNOT AS”), Knutsen NYK Offshore Tankers AS, a company organized under the laws of Norway (“Knutsen NYK” and, together with the Partnership, the General Partner, GP LLC and KNOT AS, the “KNOT Parties”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Citigroup Global Markets Inc. (“Citigroup”). Reference is made to the Underwriting Agreement dated April [•], 2013 (the “Underwriting Agreement”) by a
