EX-4.5



 Exhibit 4.5 
  





 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 



 







 ADDENDUM NO. 1 

TO 
 SHIP MANAGEMENT
AGREEMENT 
 “RAQUEL KNUTSEN” 

This Addendum No. 1 (this “Addendum”) to the Ship Management Agreement, dated January 29, 2015, between Knutsen Shuttle
Tankers 19 AS, a Norwegian limited liability company (the “Owners”), and KNOT Management AS, a Norwegian private limited liability company (the “Managers” and such agreement, as amended, the
“Agreement”), is made as of November 1, 2016, between the Owners and the Managers 
 RECITALS 

WHEREAS, the Owners and the Managers wish to amend certain provisions of the Agreement, and agree that such amendments are to take effect as from the
Effective Date. 
 For the purpose of this Addendum “Effective Date” means the date on which the shares in the Owner have been
transferred to KNOT Shuttle Tankers AS. 
 AGREEMENT 

NOW, THEREFORE, for and in consideration of good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the parties’
execution and delivery hereof, the parties agree as follows. 
 Section 1. Amendments to the Agreement. 

With effect as of the Effective Date, the Agreement shall be modified as follows: 
  

	 	1.1	Box 7 of the Agreement is hereby amended and restated in its entirety to read as follows: 


“Yes” 
  

	 	1.2	Box 13 of the Agreement is hereby amended and restated in its entirety to read as follows: 


“Not applicable” 
  

	 	1.3	Box 14 of the Agreement is hereby amended and restated in its entirety to read as follows: 


“(ii)” 








	 	1.4	Box 17 of the Agreement is hereby amended and restated in its entirety to read as follows: 


“One year after commencement” 
  

	 	1.5	Box 18 of the Agreement is hereby amended and restated in its entirety to read as follows: 


“Cl. 19.3 Norwegian law, Haugesund as place of arbitration” 

 

	 	1.6	The paragraph located above the signature block on page 2 of the Agreement is hereby amended and restated in its entirety to read as follows: 


“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” (Manning) and “C” (Budget) 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”, “B” and “C” shall prevail over those of PART II to the extent of such conflict but no further.” 
  

	 	1.7	Sub-clause 3.2 of the Agreement is hereby amended and restated in its entirety to read as follows: 


“The Managers shall provide technical management, which includes, but is not limited to, the following functions: 

 

	 	(i)	provision of competent personnel to supervise the maintenance and general efficiency of the Vessel; 

  

	 	(ii)	arrangement and supervision of dry dockings, repairs, alterations and the upkeep of the Vessel to the standards required by the Owners, provided that the Managers shall be entitled to incur the necessary expenditure to
ensure that the Vessel will comply with the law of the flag of the Vessel and of the places where she trades and all requirements and recommendations of the classification society; 


 

	 	(iii)	arrangement of the supply of necessary stores, spares and lubricating oil; 

  

	 	(iv)	appointment of surveyors and technical consultants as the Managers may consider from time to time to be necessary; 

  

	 	(v)	development, implementation and maintenance of a Safety Management System (SMS) in accordance with the ISM Code (see sub-clauses 4.2 and 5.3); 


 

	 	(vi)	arrangement of the lay-up of the Vessel; and 

  

	 	(vii)	arrangement of the loading and discharging and all related matters, subject to the provisions of the time charter. 

  

	 	1.8	Sub-clause 9.3 of the Agreement is hereby amended and restated in its entirety to read as follows: 


“Following the agreement of the budget, the Managers shall prepare and present to the Owners their estimate of the working capital
requirement of the Vessel and the Managers shall each quarter update this estimate. Based thereon, the Managers shall each quarter request the Owners in writing for the funds required to run the Vessel for the ensuing








 
quarter, including the payment of any occasional or extraordinary item of expenditure, such as emergency repair costs, additional insurance premiums, bunkers or provisions. Such funds shall be
received by the Managers within 60 running days after the receipt by the Owners of the Managers’ written request and shall be held to the credit of the Owners in a separate bank account.” 

 

	 	1.9	Sub-clause 11.2(i) of the Agreement is hereby amended and restated in its entirety to read as follows: 


“Without prejudice to sub-clause 11.1, the Managers shall be under no liability whatsoever to the Owners for any loss, damage,
delay or expense of whatsoever nature, whether direct or indirect, including, but not limited to, loss of profit arising out of or in connection with detention of or delay to the Vessel and howsoever arising in the course of performance of the
Management Services (such loss, damage, delay or expense, a “Loss”); provided, however, that if such Loss is proved to be caused by or due to the fraud, gross negligence or willful misconduct of the Managers, the Managers shall be
liable for any claim or claims in connection with such Loss in an amount not to exceed ten times the annual management fee payable hereunder.” 
  

	 	1.10	Sub-clause 18.1(i) of the Agreement is hereby amended and restated in its entirety to read as follows: 


“The Managers shall be entitled to terminate the Agreement with immediate effect by notice in writing if any moneys payable by the Owners
under this Agreement shall not have been received in the Managers’ nominated account within 60 running days of receipt by the Owners of the Managers’ written request or if the Vessel is repossessed by the Mortgagees.” 

1.11 Annex “A”, Annex “B” and Annex “C” of the Agreement are hereby amended and restated in their entirety
in the forms attached hereto as Exhibit A, Exhibit B and Exhibit C, respectively. 
 Section 2. No Other
Changes. Except as specifically set forth in this Addendum, the terms and provisions of the Agreement shall remain unmodified, and the Agreement is hereby confirmed by the parties in full force and effect as amended herein. The Agreement (as
amended by this Addendum) constitutes the entire understanding of the parties with respect to the subject matter thereof, and no other covenants have been made by either party to the other. 

Section 3. Counterparts. This Addendum may be executed in one or more counterparts, all of which shall be considered one and
the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. 







 Section 4. Severability. If any provision of this Addendum is held to be
unenforceable under applicable law, such provision shall be excluded from this Addendum and the balance of this Addendum shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms. 

[Signature Page Follows.] 







 IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first above written.

  

			
	OWNERS
	
	KNUTSEN SHUTTLE TANKERS 19 AS
		
	By:	 	 /s/ KARL GERHARD B. DAHL

	Name:	 	KARL GERHARD B. DAHL
	Title:	 	BOARD MEMBER
	
	MANAGERS
	
	KNOT MANAGEMENT AS
		
	By:	 	 /s/ KARL GERHARD B. DAHL

	Name:	 	KARL GERHARD B. DAHL
	Title:	 	BOARD MEMBER


 Signature Page to 

Addendum No. 1 to Ship Management Agreement 







 EXHIBIT A 

ANNEX “A” (DETAILS OF VESSEL) TO 
 THE BALTIC
AND INTERNATIONAL MARITIME COUNCIL (BIMCO) 
 STANDARD SHIP MANAGEMENT AGREEMENT – CODE NAME: “SHIPMAN 98” 

 
  

Raquel Knutsen 
  

			
		
	Main Particulars	  	
		
	Owner	  	Knutsen Shuttle Tankers 19 AS
		
	Operator	  	KNOT Management AS
		
	Classification / Notation	  	DNV GL 1A1 Tanker for oil BIS Bow loading BWM(T) CCO Clean(Design) COATPSPC(B) COMF(C3,V3) CSA(FLS2) CSR DYNPOS(AUTR) E0 ESP F(A, M, C) HELDK(S, H) NAUT(AW) OPPF Plus SPM TMON VCS(2)
		
	Flag / Register	  	MALTA
		
	Home Port	  	VALELETTA
		
	IMO Number / Call sign	  	9685396 / 9HA3560
		
	Service Speed	  	13,5 (Charter Party Speed)
		
	Main Dimensions	  	
		
	Length overall	  	276,616 m
		
	Length between Perpendiculars	  	264,196 m
		
	Breath (Moulded)	  	46,014 m
		
	Depth (Moulded)	  	24,302 m
		
	Keel to masthead	  	51,6 m
		
	Ballast parallel body length Total/ Bow-mid manifold/stern-mid manifold	  	134,388 / 70,61 / 63,68









			
	Summer deadweight (SDWT) parallel body length Total/ Bow-mid manifold/stern-mid manifold	  	148,123 / 71,25 / 76,880
		
	Manifold arrangement	  	 Arrangement: OCIMF Standard (Steel)
 3x OD/ID
775 mm /565mm (22 “)
  
 Reducers 22“x16” / 22“x12”/
22“x10”/ 22“x8”
  
 ANSI B16.5 150 LB

		
	Draft/Displacement/Deadweight	  	 Loadline         Draft         Displacement
    Deadweight
 Summer:        17,550 m     180 339,2MT
    152 208,1 MT
 Winter:          17,184 m     176 092,2MT
147 961,1 MT
 Tropical:        17,916 m     184 595,3 MT 156 464,2 MT

Lightship:         3,23 m
                    28 131,1 MT
 Normal Ballast
8,84 m 83,900 MT 55,800 MT

		
	Gross tonnage	  	83,936
		
	Net tonnage	  	46,174
		
	Machinery	  	
		
	Main engine	  	 STX MAN B&W 6S70ME-C8.2
  

Maximum continuous rating : 15400KW X 86 RPM Normal continuous rating : 13860KW X 83 RPM

		
	Propeller	  	 KAWASAKI HEAVY INDUSTRIES controllable pitch propeller

CPP 2000CH/570RH

		
	Boilers (Maker / Type / Pressure / Capacity))	  	 1x ( Alfa Laval Qingdao Ltd/ Large oil-fired boiler/Aalborg OL

Working pressure 0,7MPa(g) /30000kg/hr)

		
	Alternators	  	STX MAN B&W 7L32/40 Two (2) sets Output 6600V AC, 60Hz, 3Phase,3380Kw STX MAN B&W 9L32/40 Two(2) sets Output 6600V AC, 60Hz, 3Phase,4345Kw
		
	Steering gear (Maker / Type)	  	Electro-hydraulic, rotary vane type One(1) set Maker MacGregor Porsgrunn Steering Gear AS / 650-325121MO
		
	Bow Thrusters	  	Brunvoll; tunnel, 2 x 2200 KW + Azimuth 1 x 2500 KW
		
	Stern Thrusters	  	Brunvoll; tunnel,1 x 2200 KW + Azimuth 1 x 2500 KW









			
	Cargo Equipment	  	
	Cargo tanks	  	 No of tanks: 12 + 2 slops
 No of grades: 3

98% capacity cargo tanks: 154684.4 m3
 98% slop tanks
capacity:         4897 m3
 Total 98% capacity:
            159581,4 m3

		
	Cargo pumps (Type/Maker/Capacity/head)	  	 12 x SD350-L6 DTHA920-L580
 SUBMERGED CARGO
PUMP
 (HYDRAULIC DRIVEN)/
 Maker FRAMO –Norway/

Capacity 1800m3/h, 130mlc, 10cSt, 1745rpm

		
	Spray/stripping pumps (Maker/Capacity/head)	  	 COW pump X2
  

DRY CARGO PUMP             (HYDRAULIC DRIVEN)

 
 Maker FRAMO –Norway /SD200-6 DUHH32-D220 /Capacity 600m3/h, 130mlc, 10cSt,
2354rpm
  
 Stripping pump X 1

 
 DRY CARGO PUMP
            (HYDRAULIC DRIVEN)
  

Framo –Norway/ SD100-6DUHH32-D220/150 m3/120mlc,10 cSt 4247 rpm

		
	Ballast pumps (Type/Maker/Capacity)	  	 2 X BPX00-Y MUHH500-A430
 BALLAST BOOSTER
PUMP
 (HYDRAULIC DRIVEN) /
 Maker FRAMO –Norway/

 
 Capacity 3000m3/h, 32mlc, 10cSt, 1783rpm

		
	High duty Compressor (Type/Maker/Capacity)	  	N/A
		
	Low duty Compressor (Type/Maker/Capacity	  	N/A
		
	Mooring equipment	  	
		
	Mooring Winches (Type/Maker/heaving power/break capacity	  	Electro-hydraulic driven (high pressure type), non autotension type / Aker Pusnes / 20 t / 70,2 t 80% /52,6 t 60%
		
	Mooring ropes on drums /No/diameter/material/length/Breaking strength	  	 16 pcs /38 mm/ Steel wire rope (galvanized),
  

38ZAA6X37+IWR1870 GB/T 20118-2006, /220 m / MBL 861kN
  

16 pcs Tail/88mm/polyester/polypropylenemix/11 m/141,1 t









 



 







 EXHIBIT C 

ANNEX “C” (BUDGET) TO 
 THE BALTIC AND
INTERNATIONAL MARITIME COUNCIL (BIMCO) 
 STANDARD SHIP MANAGEMENT AGREEMENT-CODE NAME: “SHIPMAN 98” 

 
  

Manager’s Budget for the year 2016: 
 RAQUEL KNUTSEN

  

									
	DESCRIPTION	  	USD PER DAY	 	  	USD PER YEAR	 
	 1. Technical Expenses
	  	 	2 964	  	  	 	1 081 716	  
	 2. Lubrication oils
	  	 	384	  	  	 	140 000	  
	 3. Manning
	  	 	7 540	  	  	 	2 751 972	  
	 4. Insurance
	  	 	1 101	  	  	 	401 940	  
	 5. Management fee
	  	 	1 407	  	  	 	513 444	  
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	 	13 395	  	  	 	4 889 072