FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KNOT OFFSHORE PARTNERS LPKNOT Offshore Partners LP • April 15th, 2014 • Water transportation • Marshall Islands
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KNOT OFFSHORE PARTNERS LP, dated as of April 15, 2013, is entered into by and between KNOT Offshore Partners GP LLC, a Marshall Islands limited liability company, as the General Partner and Knutsen NYK Offshore Tankers AS, a Norwegian private limited liability company, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:
OMNIBUS AGREEMENT AMONG KNUTSEN NYK OFFSHORE TANKERS AS KNOT OFFSHORE PARTNERS LP KNOT OFFSHORE PARTNERS GP LLC KNOT SHUTTLE TANKERS 17 AS AND KNOT SHUTTLE TANKERS 18 ASOmnibus Agreement • April 15th, 2014 • KNOT Offshore Partners LP • Water transportation
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among KNUTSEN NYK OFFSHORE TANKERS AS, a company organized under the laws of Norway (“KNOT”), KNOT OFFSHORE PARTNERS LP, a Marshall Islands limited partnership (the “MLP”), KNOT OFFSHORE PARTNERS GP LLC, a Marshall Islands limited liability company (including any permitted successors and assigns under the MLP Agreement (as defined herein)) (the “General Partner”), KNOT SHUTTLE TANKERS 17 AS, a Norwegian private limited liability company, and KNOT SHUTTLE TANKERS 18 AS, a Norwegian private limited liability company.
DATED 11 April 2013 KNOT OFFSHORE PARTNERS LP as Guarantor - and - DNB BANK ASA as Security Trustee GUARANTEE AND INDEMNITY in respect of the obligations of Knutsen Shuttle Tankers XII KS under a US$19,000,000 loan facility relating toKNOT Offshore Partners LP • April 15th, 2014 • Water transportation
CONTRIBUTION AND SALE AGREEMENT Dated as of April 15, 2013Contribution and Sale Agreement • April 15th, 2014 • KNOT Offshore Partners LP • Water transportation • New York
This CONTRIBUTION AND SALE AGREEMENT (this “Agreement”), dated as of April 15, 2013 is made by and among Knutsen NYK Offshore Tankers AS, a Norwegian private limited liability company (“KNOT”), KNOT Offshore Partners LP, a Marshall Islands limited partnership (the “Partnership”), KNOT Offshore Partners GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership (the “General Partner”), KNOT Offshore Partners UK LLC, a Marshall Islands limited liability company (“KNOT UK”), and KNOT Shuttle Tankers AS, a Norwegian private limited liability company (“KNOT Shuttle Tankers”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
SHIP MANAGEMENT AGREEMENT THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT CODE NAME: “SHIPMAN 98” PART IShip Management Agreement • April 15th, 2014 • KNOT Offshore Partners LP • Water transportation • London
It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes “A” (Details of Vessel), “B” (Details of Crew) and “D” (Associated Vessels) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes “A” and “B”, “C” and “D” shall prevail over those of PART II to the extent of such conflict but no further.
LOAN AGREEMENT SELLER’S CREDITLoan Agreement • April 15th, 2014 • KNOT Offshore Partners LP • Water transportation
THE UNDERSIGNED, KNOT SHUTTLE TANKERS AS, of Smedasundet 40, 5529 Haugesund, Norway, a company registered in Norway with registration number 998 942 829 (the “Borrower”)
Dated 9 April 2013 ELEVENTH SUPPLEMENTAL AGREEMENT between KNOT SHUTTLE TANKERS 18 AS as Borrower and HSH NORDBANK AG as Agent Relating to a USD 85,000,000.- Loan Agreement dated 25 April 2007 as amended by supplemental agreements dated 28 August...Eleventh Supplemental Agreement • April 15th, 2014 • KNOT Offshore Partners LP • Water transportation • Oslo
means the Loan Agreement as amended and restated by this Supplemental Agreement in the form set out in Schedule 1 (Form of Amended and Restated Loan Agreement).
Dated 9 April 2013 FOURTH SUPPLEMENTAL 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 PARTNERS LP KNOT SHUTTLE TANKERS AS as...Fourth Supplemental Agreement • April 15th, 2014 • KNOT Offshore Partners LP • Water transportation • Oslo
Dated 11 July 2013 FIRST SUPPLEMENTAL AGREEMENT between KNUTSEN SHUTTLE TANKERS 13 AS as Borrower and KNUTSEN NYK OFFSHORE TANKERS AS as Parent Guarantor and KNOT OFFSHORE PARTNERS LP KNOT SHUTTLE TANKERS AS as Guarantors THE BANKS AND FINANCIAL...First Supplemental Agreement • April 15th, 2014 • KNOT Offshore Partners LP • Water transportation • Oslo
THIS AGREEMENT (the “Agreement”) is made the 11 July 2011 between as amended by first supplemental agreement dated 11 July 2013 (the “First Supplemental Agreement”):
