Exhibit 4.16
| 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 December 2014 |
KNOT USD 172,500,000 Facility Agreement dated 3 April 2014 (the “Agreement”)
| 1. | We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter. |
| 2. | KNOT Offshore Partners L. P. (“KNOP”) agrees to become a Replacement Guarantor with respect to all amounts outstanding in respect of KNOT Shuttle Tanker 20 AS and the Vessel “Dan Cisne” and to be bound by the terms of the Agreement as a Replacement Guarantor pursuant to Clause 28.2 (KNOP as Replacement Guarantor) of the Agreement. KNOP is a company duly incorporated under the laws of the Marshall Islands. |
| 3. | KNOP’s administrative details are as follows: |
Address:
KNOT Offshore Partners LP
2 Queen’s Cross,
Aberdeen,
Aberdeenshire AB15 4YB,
United Kingdom
Fax No: +44 (0) 1224 624891
Attention: Arild Vik (CFO/CEO)
| 4. | This Accession Letter is governed by Norwegian law and KNOP has appointed KNOT Shuttle Tanker 20 AS its process agents in respect of this Accession Letter and the other Finance Documents. |
Knutsen NYK Offshore Tanker AS
/s/ ØYSTEIN M. KALLEKLEV |
| Name: Øystein Moksheim Kalleklev |
| Title: Chief Financial Officer |
| KNOT Offshore Partners, L.P. |
/s/ ARILD VIK |
| Name: Arild Vik |
| Title: CEO |
Confirmed by the Agent
Sumitomo Mitsui Banking Corporation Europe Limited
/s/ Ragnhild Steigberg |
| Name: Ragnhild Steigberg |
| Title: Attorney in Fact |
Confirmed by the process agent
KNOT Shuttle Tanker 20 AS
/s/ ØYSTEIN M. KALLEKLEV |
| Name: Øystein Moksheim Kalleklev |
| Title: Chief Financial Officer |
