Exhibit 4.23
ACCESSION LETTER
From: KNOT Shuttle Tankers 34 AS
KNOT Shuttle Tankers 35 AS
Knutsen NYK Offshore Tankers AS
KNOT Offshore Partners LP
KNOT Shuttle Tankers AS
To: MUFG Bank, Ltd. as Agent
Dated:     December 2020
Dear Sirs
KNOT Shuttle Tankers 34 AS and KNOT Shuttle Tankers 35 AS – USD192,100,000 Facility Agreement dated 2 July 2019 (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 LP (KNOP) and KNOT Shuttle Tankers AS (KNOT ST) agree to become bound by the terms of the Agreement as Guarantors pursuant to Clause 28.2 (KNOP and KNOT ST as replacement Guarantors) of the Agreement with respect to all amounts outstanding under the Post-Delivery Tranche A and all Hedging Agreements, interest, fees, costs and expenses in connection with that Tranche.


	3.
	KNOP's and KNOT ST's administrative details are as follows:


Address:
2 Queen’s Cross
Aberdeen
Aberdeenshire AB15 4YB
United Kingdom
Fax no.: +44 (0) 1224 624891
​
E-mail: finance@knutsenoas.com
oem@knotgroup.com
hho@knotgroup.com
kly@knutsenoas.com
tuo@knotgroup.com
tya@knotgroup.com
Attention: CFO/CEO
	4.
	We confirm that:


		(a)
	no Default is continuing or would result from the Drop Down;


		(b)
	no Material Adverse Effect would result from the Drop Down;


		(c)
	the Repeating Representations are made by each of KNOT, KNOT Shuttle Tankers 34 AS, KNOT Shuttle Tankers 35 AS, KNOP and KNOT ST on the date of this Accession Letter and that all Repeating Representations are true in all material respects on that date.


	5.
	This Accession Letter is governed by English law.


	6.
	KNOP and KNOT ST have each appointed Knutsen OAS (UK) Limited as its process agent in respect of this Accession Letter and the other Finance Documents governed by English law to which they are respectively a party.


​

1



​
	7.
	This Accession Letter is executed as deed.


​

2



EXECUTION PAGES
	EXECUTED as a DEED
	)
	Signature in the name of the company

	by KNOT SHUTTLE TANKERS 34 AS
	)
	KNOT SHUTTLE TANKERS 34 AS

	a company incorporated in Norway
	)
	​

	acting by Takahiro Yamauchi
	)
	​

	​
	)
	​

	who, in accordance with the laws of Norway, is
	)
	​

	acting under the authority of the company as
	)
	​

	authorised signatory
	)
	​

	in the presence of:
	)
	​

	​
	)
	    /s/ Takahiro Yamauchi

	​
	​
	Authorised signatory

	​
	​
	​

	Signature of witness: /s/ Hermann H. Øverlie
	​
	​

	​
	​
	​

	Name of witness:  Hermann H. Øverlie
	​
	​

	​
	​
	​

	Occupation of witness:  VP Finance
	​
	​

	​
	​
	​

	Address of witness:
	​
	​

	Ramsvollsvegen 15
	​
	​

	5518 Haugesund Norway
	​
	​



​
​
	EXECUTED as a DEED
	)
	Signature in the name of the company

	by KNOT SHUTTLE TANKERS 35 AS
	)
	KNOT SHUTTLE TANKERS 35 AS

	a company incorporated in Norway
	)
	​

	acting by Takahiro Yamauchi
	)
	​

	​
	)
	​

	who, in accordance with the laws of Norway, is
	)
	​

	acting under the authority of the company as
	)
	​

	authorised signatory
	)
	​

	in the presence of:
	)
	​

	​
	)
	    /s/ Takahiro Yamauchi

	​
	​
	Authorised signatory

	​
	​
	​

	Signature of witness: /s/ Hermann H. Øverlie
	​
	​

	​
	​
	​

	Name of witness:  Hermann H. Øverlie
	​
	​

	​
	​
	​

	Occupation of witness:  VP Finance
	​
	​

	​
	​
	​

	Address of witness:
	​
	​

	Ramsvollsvegen 15
	​
	​

	5518 Haugesund Norway
	​
	​



​
​

3



	​


	​


	​



	EXECUTED as a DEED
	)
	Signature in the name of the company

	by KNUTSEN NYK OFFSHORE TANKERS
	)
	KNUTSEN NYK OFFSHORE TANKERS AS

	AS
	)
	​

	a company incorporated in Norway
	)
	​

	acting by Takahiro Yamauchi
	)
	​

	​
	)
	​

	who, in accordance with the laws of Norway, is
	)
	​

	acting under the authority of the company as
	)
	​

	authorised signatory
	)
	    /s/ Takahiro Yamauchi

	in the presence of:
	)
	Authorised signatory

	​
	​
	​

	​
	​
	​

	​
	​
	​

	Signature of witness: /s/ Hermann H. Øverlie
	​
	​

	​
	​
	​

	Name of witness:  Hermann H. Øverlie
	​
	​

	​
	​
	​

	Occupation of witness:  VP Finance
	​
	​

	​
	​
	​

	Address of witness:
	​
	​

	Ramsvollsvegen 15
	​
	​

	5518 Haugesund Norway
	​
	​



​
​
	​


	​


	​



	EXECUTED as a DEED
	)
	Signature in the name of the company

	by KNOT OFFSHORE PARTNERS LP
	)
	KNOT OFFSHORE PARTNERS LP

	a company incorporated in the Marshall
	)
	​

	Islands
	)
	​

	acting by Trygve Seglem
	​
	​

	​
	)
	​

	who, in accordance with the laws of the
	)
	​

	Marshall Islands, is acting under the authority
	)
	​

	of the company as authorised signatory
	)
	​

	in the presence of:
	)
	    /s/ Trygve Seglem

	​
	​
	Authorised signatory

	​
	​
	​

	​
	​
	​

	Signature of witness: /s/ Hermann H. Øverlie
	​
	​

	​
	​
	​

	Name of witness:  Hermann H. Øverlie
	​
	​

	​
	​
	​

	Occupation of witness:  VP Finance
	​
	​

	​
	​
	​

	Address of witness:
	​
	​

	Ramsvollsvegen 15
	​
	​

	5518 Haugesund Norway
	​
	​



​
​

4



​
	​


	​


	​



	EXECUTED as a DEED
	)
	Signature in the name of the company

	by KNOT SHUTTLE TANKERS AS
	)
	KNOT SHUTTLE TANKERS AS

	a company incorporated in Norway
	​
	​

	acting by Takahiro Yamauchi
	)
	​

	​
	)
	​

	who, in accordance with the laws of Norway, is
	)
	​

	acting under the authority of the company as
	)
	​

	authorised signatory
	)
	​

	in the presence of:
	)
	​

	​
	)
	    /s/ Takahiro Yamauchi

	​
	​
	Authorised signatory

	​
	​
	​

	Signature of witness: /s/ Hermann H. Øverlie
	​
	​

	​
	​
	​

	Name of witness:  Hermann H. Øverlie
	​
	​

	​
	​
	​

	Occupation of witness:  VP Finance
	​
	​

	​
	​
	​

	Address of witness:
	​
	​

	Ramsvollsvegen 15
	​
	​

	5518 Haugesund Norway
	​
	​



​

5