EX-4.11



 Exhibit 4.11 
  

											
	     




	    	1.	 	 Date of Agreement
 22 July
2016
	 	  
 THE BALTIC AND INTERNATIONAL MARITIME COUNCIL
(BIMCO)
  
 STANDARD SHIP MANAGEMENT AGREEMENT

 
 CODE NAME: “SHIPMAN 98”

 
	 	 





	    		 		 		 		 	Part I
	    	2. Owners (name, place of registered office and law of registry) (Cl. 1)	 	3. Managers (name, place of registered office and law of registry) (Cl. 1)
	    		 	  
 Name

KNOT Shuttle Tankers 24 AS
	 		 	  
 Name

KNOT Management AS

	    		 	  
 Place of registered office

Smedasundet 40, 5529 Haugesund
	 		 	  
 Place of registered office

Smedasundet 40, 5529 Haugesund

	    		 	  
 Law of registry

Norway
	 		 	  
 Law of registry

Norway

	 




	    	  
 4. Day and year of commencement of Agreement
(Cl. 2)
 See Additional Clause 21
	 		 		 	
	    	  
 5. Crew Management (state “yes” or “no”
as agreed) (Cl. 3.1)
 Yes
	 	  
 6. Technical Management (state “yes” or
“no” as agreed) (Cl. 3.2)
 Yes

	    	  
 7. Commercial Management (state “yes” or
“no” as agreed) (Cl. 3.3)
 No
	 	  
 8. Insurance Arrangements (state “yes” or
“no” as agreed) (Cl. 3.4)
 Yes

	    	  
 9. Accounting Services (state “yes” or
“no” as agreed) (Cl. 3.5)
 Yes
	 	  
 10. Sale or purchase of the Vessel (state “yes” or
“no” as agreed) (Cl. 3.6)
 No

	         




	    	  
 11. Provisions (state “yes” or “no” as
agreed) (Cl. 3.7)
 Yes
	 	  
 12. Bunkering (state “yes” or “no” as
agreed) (Cl. 3.8)
 No

	    	  
 13. Chartering Services Period (only to be filled in if
“yes” stated in Box 7) (Cl. 3.3(i))
 No
	 	  
 14. Owners’ Insurance (state alternative (i),
(ii) or (iii) of Cl. 6.3)
 Yes

	    	  
 15. Annual Management Fee (state annual amount)
(Cl. 8.1)
 USD 488 452, to be annually escalated by 6 %, first escalation 1 January 2017
	 	  
 16. Severance Costs (state maximum amount) (Cl.
8.4(ii))
 A maximum of USD 50.000

		    	  
 17. Day and year of termination of Agreement (Cl.
17)
 See Cl. 17
	 	  
 18. Law and Arbitration (state alternative 19.1,
19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19)
 Cl. 19.3, Norwegian law, Haugesund City
Court

		    	  
 19. Notices (state postal and cable address, telex and
telefax number for serving notice and communication to the Owners) (Cl. 20)
 KNOT Shuttle Tankers 24 AS

Smedasundet 40, postboks 2017

5504 Haugesund

ph: +47 52 70 40 00

fx: +47 52 70 40 40
	 	  
 20. Notices (state postal and cable address, telex and
telefax number for serving notice and communication to the Managers) (Cl. 20)
 KNOT Management AS

Smedasundet 40, Postboks 2017

5504 Haugesund

ph: +47 52 70 40 00

fx: +47 52 70 40 40



  
 This document is a computer generated
SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO
approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document. 









	
	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)
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 Annex “A”, shall prevail over those of PART II to the extent of
such conflict by no further. This Agreement covers “Tordis Knutsen”.

  

							
				
	 /s/ Trygve Seglem

Signature(s) (Owners)

  for KNOT Shuttle Tankers 24 AS
	 		 	 /s/ Trygve Seglem

Signature(s) (Managers)

  for KNOT Management AS
	 	


  
 This document is a computer generated
SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO
approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document. 









			
		 	 ANNEX “A” (DETAILS OF VESSEL OR VESSELS) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”

 

		
		 	 Date of Agreement:
 22 July
2016

		
		 	 Name of Vessel(s):
 Tordis
Knutsen

		
		 	 Particulars of Vessel(s):
 Shuttle
Tanker

		 	
		 	
		 	
		 	
		 	
	 




	 	


  
 This document is a computer generated
SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO
approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document. 








 ANNEX “B” (DETAILS OF CREW) TO 

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) 

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98” 
  

 
  

					
	Date of Agreement:	  		  	
			
	Details of Crew:	  		  	
			
	Numbers	  	Rank	  	Nationality
			
	 	  	 	  	 
			
	 	  	 	  	 
			
	 	  	 	  	 


  
 This document is a computer generated
SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO
approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document. 








  

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

 

		
		  	Date of Agreement:
		
		  	Managers’ Budget for the first year with effect from the Commencement Date of this Agreement:
		  	
		  	
		  	
		  	
		  	
	 




	  	


  
 This document is a computer generated
SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO
approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document. 









	
	 ANNEX “D” (ASSOCIATED VESSELS) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”

 

	  
 NOTE: PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX
“D” THEY WILL BE SUBJECT TO THE PROVISIONS OF SUB-CLAUSE 18.1(i) OF THIS AGREEMENT.

	
	Date of Agreement:
	
	Details of Associated Vessels:


  
 This document is a computer generated
SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO
approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document. 








 PART II 

“SHIPMAN 98” Standard Ship Management Agreement 

 


									
	 1.
	 	Definitions	  	1
		 	In this Agreement save where the context otherwise requires,	  	2
		 	the following words and expressions shall have the meanings	  	3
		 	hereby assigned to them.	  	4
			
		 	“Owners” means the party identified in Box 2.	  	5
		 	“Managers” means the party identified in Box 3.	  	6
		 	“Vessel” means the vessel or vessels details of which are set	  	7
		 	out in Annex “A” attached hereto.	  	8
		 	“Crew” means the Master, officers and ratings of the numbers,	  	9
		 	rank and nationality specified in Annex “B” attached hereto.	  	10
		 	“Crew Support Costs” means all expenses of a general nature	  	11
		 	which are not particularly referable to any individual vessel for	  	12
		 	the time being managed by the Managers and which are incurred	  	13
		 	by the Managers for the purpose of providing an efficient and	  	14
		 	economic management service and, without prejudice to the	  	15
		 	generality of the foregoing, shall include the cost of crew standby	  	16
		 	pay, training schemes for officers and ratings, cadet training	  	17
		 	schemes, sick pay, study pay, recruitment and interviews.	  	18
		 	“Severance Costs” means the costs which the employers are	  	19
		 	legally obliged to pay to or in respect of the Crew as a result of	  	20
		 	the early termination of any employment contract for service on	  	21
		 	the Vessel.	  	22
		 	“Crew Insurances” means insurances against crew risks which	  	23
		 	shall include but not be limited to death, sickness, repatriation,	  	24
		 	injury, shipwreck unemployment indemnity and loss of personal	  	25
		 	effects.	  	26
		 	“Management Services” means the services specified in sub-	  	27
		 	clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.	  	28
		 	“ISM Code” means the International Management Code for the	  	29
		 	Safe Operation of Ships and for Pollution Prevention as adopted	  	30
		 	by the International Maritime Organization (IMO) by resolution	  	31
		 	A.741 (18) or any subsequent amendment thereto.	  	32
		 	“STCW 95” means the International Convention on Standards	  	33
		 	of Training, Certification and Watchkeeping for Seafarers, 1978,	  	34
		 	as amended in 1995 or any subsequent amendment thereto.	  	35
			
	2.	 	Appointment of Managers	  	36
		 	With effect from the day and year stated in Box 4 and continuing	  	37
		 	unless and until terminated as provided herein, the Owners	  	38
		 	hereby appoint the Managers and the Managers hereby agree	  	39
		 	to act as the Managers of the Vessel.	  	40
			
	3.	 	Basis of Agreement	  	41
		 	Subject to the terms and conditions herein provided, during the	  	42
		 	period of this Agreement, the Managers shall carry out	  	43
		 	Management Services in respect of the Vessel as agents for	  	44
		 	and on behalf of the Owners. The Managers shall have authority	  	45
		 	to take such actions as they may from time to time in their absolute	  	46
		 	discretion consider to be necessary to enable them to perform	  	47
		 	this Agreement in accordance with sound ship management	  	48
		 	practice.	  	49
				
		 	3.1	 	Crew Management	  	50
		 	(only applicable if agreed according to Box 5)	  	51
		 	The Managers shall provide suitably qualified Crew for the Vessel	  	52
		 	as required by the Owners in accordance with the STCW 95	  	53
		 	requirements, provision of which includes but is not limited to	  	54
		 	the following functions:	  	55
		 	 (i)
	 	 selecting and engaging the Vessel’s Crew, including payroll
	  	56
		 		 	arrangements, pension administration, and insurances for	  	57
		 		 	the Crew other than those mentioned in Clause 6;	  	58
		 	 (ii)
	 	 ensuring that the applicable requirements of the law of the
	  	59
		 		 	flag of the Vessel are satisfied in respect of manning levels,	  	60
		 		 	rank, qualification and certification of the Crew and	  	61
		 		 	employment regulations including Crew’s tax, social	  	62
		 		 	insurance, discipline and other requirements;	  	63
		 	 (iii)
	 	 ensuring that all members of the Crew have passed a medical
	  	64
		 		 	examination with a qualified doctor certifying that they are fit	  	65





									
		 		 	for the duties for which they are engaged and are in possession	  	66
		 		 	of valid medical certificates issued in accordance with	  	67
		 		 	appropriate flag State requirements. In the absence of	  	68
		 		 	applicable flag State requirements the medical certificate shall	  	69
		 		 	be dated not more than three months prior to the respective	  	70
		 		 	Crew members leaving their country of domicile and	  	71
		 		 	maintained for the duration of their service on board the Vessel;	  	72
		 	 (iv)
	 	 ensuring that the Crew shall have a command of the English
	  	73
		 		 	language of a sufficient standard to enable them to perform	  	74
		 		 	their duties safely;	  	75
		 	 (v)
	 	 arranging transportation of the Crew, including repatriation;
	  	76
		 	 (vi)
	 	 training of the Crew and supervising their efficiency;
	  	77
		 	 (vii)
	 	 conducting union negotiations;
	  	78
		 	 (viii)
	 	 operating the Managers’ drug and alcohol policy unless
	  	79
		 		 	otherwise agreed.	  	80
				
		 	3.2	 	Technical Management	  	81
		 	(only applicable if agreed according to Box 6)	  	82
		 	The Managers shall provide technical management which	  	83
		 	includes, but is not limited to, the following functions:	  	84
		 	 (i)
	 	 provision of competent personnel to supervise the
	  	85
		 		 	maintenance and general efficiency of the Vessel;	  	86
		 	 (ii)
	 	 arrangement and supervision of dry dockings, repairs,
	  	87
		 		 	alterations and the upkeep of the Vessel to the standards	  	88
		 		 	required by the Owners provided that the Managers shall	  	89
		 		 	be entitled to incur the necessary expenditure to ensure	  	90
		 		 	that the Vessel will comply with the law of the flag of the	  	91
		 		 	Vessel and of the places where she trades, and all	  	92
		 		 	requirements and recommendations of the classification	  	93
		 		 	society;	  	94
		 	 (iii)
	 	 arrangement of the supply of necessary stores, spares and
	  	95
		 		 	lubricating oil;	  	96
		 	 (iv)
	 	 appointment of surveyors and technical consultants as the
	  	97
		 		 	Managers may consider from time to time to be necessary;	  	98
		 	 (v)
	 	 development, implementation and maintenance of a Safety
	  	99
		 		 	Management System (SMS) in accordance with the ISM	  	100
		 		 	Code (see sub-clauses 4.2 and 5.3).	  	101
				
		 	3.3	 	Commercial Management	  	102
		 	(only applicable if agreed according to Box 7)	  	103
		 	The Managers shall provide the commercial operation of the	  	104
		 	Vessel, as required by the Owners, which includes, but is not	  	105
		 	 limited to, the following functions:
	  	106
		 	 (i)
	 	 providing chartering services in accordance with the Owners’
	  	107
		 		 	instructions which include, but are not limited to, seeking	  	108
		 		 	and negotiating employment for the Vessel and the conclusion	  	109
		 		 	(including the execution thereof) of charter parties or other	  	110
		 		 	contracts relating to the employment of the Vessel. If such a	  	111
		 		 	contract exceeds the period stated in Box 13, consent thereto	  	112
		 		 	in writing shall first be obtained from the Owners.	  	113
		 	 (ii)
	 	 arranging of the proper payment to Owners or their nominees
	  	114
		 		 	 of all hire and/or freight revenues or other moneys of
	  	115
		 		 	whatsoever nature to which Owners may be entitled arising	  	116
		 		 	out of the employment of or otherwise in connection with the	  	117
		 		 	Vessel.	  	118
		 	 (iii)
	 	 providing voyage estimates and accounts and calculating of
	  	119
		 		 	 hire, freights, demurrage and/or despatch moneys due from
	  	120
		 		 	or due to the charterers of the Vessel;	  	121
		 	 (iv)
	 	issuing of voyage instructions;	  	122
		 	 (v)
	 	 appointing agents;
	  	123
		 	 (vi)
	 	 appointing stevedores;
	  	124
		 	 (vii)
	 	 arranging surveys associated with the commercial operation
	  	125
		 		 	 of the Vessel.
	  	126
				
		 	3.4	 	Insurance Arrangements’	  	127
		 	(only applicable if agreed according to Box 8)	  	128
		 	The Managers shall arrange insurances in accordance with	  	129
		 	Clause 6, on such terms and conditions as the Owners shall	  	130
		 	have instructed or agreed, in particular regarding conditions,	  	131
		 	insured values, deductibles and franchises.	  	132

 
 


  
 This document is a computer generated
SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO
approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document. 









 PART II 

“SHIPMAN 98” Standard Ship Management Agreement 
  

 

									
		 	 3.5 Accounting Services
	  	133
		 	(only applicable if agreed according to Box 9)	  	134
		 	The Managers shall, in relation to acting as Managers of the	  	135
		 	Vessel under this Agreement:	  	
		 	(i)	 	establish an accounting system which meets the	  	136
		 		 	requirements of the Owners and provide regular accounting	  	137
		 		 	services, supply regular reports and records,	  	138
		 	(ii)	 	maintain the records of all costs and expenditure incurred	  	139
		 		 	as well as data necessary or proper for the settlement of	  	140
		 		 	accounts between the parties.	  	141
			
		 	 3.6 Sale or Purchase of the Vessel
	  	142
		 	(only applicable if agreed according to Box 10)	  	143
		 	The Managers shall, in accordance with the Owners’ instructions,	  	144
		 	supervise the sale or purchase of the Vessel, including the	  	145
		 	performance of any sale or purchase agreement, but not	  	146
		 	negotiation of the same.	  	147
			
		 	 3.7 Provisions (only applicable if agreed according to Box 11)
	  	148
		 	The Managers shall arrange for the supply of provisions.	  	149
			
		 	 3.8 Bunkering (only applicable if agreed according to Box 12)
	  	150
		 	The Managers shall arrange for the provision of bunker fuel of the	  	151
		 	quality specified by the Owners as required for the Vessel’s trade.	  	152
			
	4.	 	Managers’ Obligations	  	153
		 	 4.1 The Managers undertake to use their best endeavours to
	  	154
		 	provide the agreed Management Services as agents for and on	  	155
		 	behalf of the Owners in accordance with sound ship management	  	156
		 	practice and to protect and promote the interests of the Owners in	  	157
		 	all matters relating to the provision of services hereunder.	  	158
		 	Provided, however, that the Managers in the performance of their	  	159
		 	management responsibilities under this Agreement shall be entitled	  	160
		 	to have regard to their overall responsibility in relation to all vessels	  	161
		 	as may from time to time be entrusted to their management and	  	162
		 	in particular, but without prejudice to the generality of the foregoing,	  	163
		 	the Managers shall be entitled to allocate available supplies,	  	164
		 	manpower and services in such manner as in the prevailing	  	165
		 	circumstances the Managers in their absolute discretion consider	  	166
		 	to be fair and reasonable.	  	167
		 	4.2 Where the Managers are providing Technical Management	  	168
		 	 in accordance with sub-clause 3.2, they shall procure that the
	  	169
		 	requirements of the law of the flag of the Vessel are satisfied and	  	170
		 	they shall in particular be deemed to be the “Company” as defined	  	171
		 	by the ISM Code, assuming the responsibility for the operation of	  	172
		 	the Vessel and taking over the duties and responsibilities imposed	  	173
		 	by the ISM Code when applicable.	  	174
			
	5.	 	Owners’ Obligations	  	175
		 	 5.1 The Owners shall pay all sums due to the Managers punctually
	  	176
		 	in accordance with the terms of this Agreement.	  	177
		 	 5.2 Where the Managers are providing Technical Management
	  	178
		 	in accordance with sub-clause 3.2, the Owners shall:	  	179
		 	(i)	 	procure that all officers and ratings supplied by them or on	  	180
		 		 	their behalf comply with the requirements of STCW 95;	  	181
		 	(ii)	 	instruct such officers and ratings to obey all reasonable orders	  	182
		 		 	of the Managers in connection with the operation of the	  	183
		 		 	Managers’ safety management system.	  	184
		 	 5.3 Where the Managers are not providing Technical Management
	  	185
		 	in accordance with sub-clause 3.2, the Owners shall procure that	  	186
		 	the requirements of the law of the flag of the Vessel are satisfied	  	187
		 	and that they, or such other entity as may be appointed by them	  	188
		 	and identified to the Managers, shall be deemed to be the	  	189
		 	“Company” as defined by the ISM Code assuming the responsibility	  	190
		 	for the operation of the Vessel and taking over the duties and	  	191





									
		 	responsibilities imposed by the ISM Code when applicable.	  	192
			
	6.	 	Insurance Policies	  	193
		 	The Owners shall procure, whether by instructing the Managers	  	194
		 	under sub-clause 3.4 or otherwise, that throughout the period of	  	195
		 	this Agreement:	  	196
		 	6.1 at the Owners’ expense, the Vessel is insured for not less	  	197
		 	than her sound market value or entered for her full gross tonnage,	  	198
		 	as the case may be for:	  	199
		 	(i)	 	usual hull and machinery marine risks (including crew	  	200
		 		 	negligence) and excess liabilities;	  	201
		 	(ii)	 	protection and indemnity risks (including pollution risks and	  	202
		 		 	Crew Insurances); and	  	203
		 	(iii)	 	war risks (including protection and indemnity and crew risks)	  	204
		 		 	in accordance with the best practice of prudent owners of	  	205
		 		 	vessels of a similar type to the Vessel, with first class insurance	  	206
		 		 	companies, underwriters or associations (“the Owners’	  	207
		 		 	Insurances”);	  	208
		 	6.2 all premiums and calls on the Owners’ Insurances are paid	  	209
		 	promptly by their due date,	  	210
		 	6.3 the Owners’ Insurances name the Managers and, subject	  	211
		 	to underwriters’ agreement, any third party designated by the	  	212
		 	Managers as a joint assured, with full cover, with the Owners	  	213
		 	obtaining cover in respect of each of the insurances specified in	  	214
		 	sub-clause 6.1:	  	215
		 	(i)	 	on terms whereby the Managers and any such third party	  	216
		 		 	are liable in respect of premiums or calls arising in connection	  	217
		 		 	with the Owners’ Insurances; or	  	218
		 	(ii)	 	if reasonably obtainable, on terms such that neither the	  	219
		 		 	Managers nor any such third party shall be under any	  	220
		 		 	liability in respect of premiums or calls arising in connection	  	221
		 		 	with the Owners’ Insurances; or	  	222
		 	(iii)	 	on such other terms as may be agreed in writing.	  	223
		 	Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left	  	224
		 	blank then (i) applies.	  	225
		 	6.4 written evidence is provided, to the reasonable satisfaction	  	226
		 	of the Managers, of their compliance with their obligations under	  	227
		 	Clause 6 within a reasonable time of the commencement of	  	228
		 	the Agreement, and of each renewal date and, if specifically	  	229
		 	requested, of each payment date of the Owners’ Insurances.	  	230
			
	7.	 	Income Collected and Expenses Paid on Behalf of Owners	  	231
		 	7.1 All moneys collected by the Managers under the terms of	  	232
		 	this Agreement (other than moneys payable by the Owners to	  	233
		 	the Managers) and any interest thereon shall be held to the	  	234
		 	credit of the Owners in a separate bank account.	  	235
		 	7.2 All expenses incurred by the Managers under the terms	  	236
		 	of this Agreement on behalf of the Owners (including expenses	  	237
		 	as provided in Clause 8) may be debited against the Owners	  	238
		 	in the account referred to under sub-clause 7.1 but shall in any	  	239
		 	event remain payable by the Owners to the Managers on	  	240
		 	demand.	  	241
			
	8.	 	Management Fee	  	242
		 	8.1 The Owners shall pay to the Managers for their services	  	243
		 	as Managers under this Agreement an annual management	  	244
		 	fee as stated in Box 15 which shall be payable by equal	  	245
		 	monthly instalments in advance, the first instalment being	  	246
		 	payable on the commencement of this Agreement (see Clause	  	247
		 	2 and Box 4) and subsequent instalments being payable every	  	248
		 	month.	  	249
		 	8.2 The management fee shall be subject to an annual review	  	250
		 	on the anniversary date of the Agreement and the proposed	  	251
		 	fee shall be presented in the annual budget referred to in sub-	  	252
		 	clause 9.1.	  	253
		 	8.3 The Managers shall, at no extra cost to the Owners, provide	  	254
		 	their own office accommodation, office staff, facilities and	  	255
		 	stationery. Without limiting the generality of Clause 7 the Owners	  	256

 
 


  
 This document is a computer generated
SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO
approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document. 









 PART II 

“SHIPMAN 98” Standard Ship Management Agreement 
  



							
		 	shall reimburse the Managers for postage and communication	  	257
		 	expenses, travelling expenses, and other out of pocket	  	258
		 	expenses properly incurred by the Managers in pursuance of	  	259
		 	the Management Services.	  	260
		 	8.4 In the event of the appointment of the Managers being	  	261
		 	terminated by the Owners or the Managers in accordance with	  	262
		 	the provisions of Clauses 17 and 18 other than by reason of	  	263
		 	default by the Managers, or if the Vessel is lost, sold or otherwise	  	264
		 	disposed of, the “management fee” payable to the Managers	  	265
		 	according to the provisions of sub-clause 8.1, shall continue to	  	266
		 	be payable for a further period of three calendar months as	  	267
		 	from the termination date. In addition, provided that the	  	268
		 	Managers provide Crew for the Vessel in accordance with sub	  	269
		 	clause 3.1:	  	270
		 	(i)	 	the Owners shall continue to pay Crew Support Costs during	  	271
		 		 	the said further period of three calendar months and	  	272
		 	(ii)	 	the Owners shall pay an equitable proportion of any	  	273
		 		 	Severance Costs which may materialize, not exceeding	  	274
		 		 	the amount stated in Box 16.	  	275
		 	8.5 If the Owners decide to lay-up the Vessel whilst this	  	276
		 	Agreement remains in force and such lay-up lasts for more	  	277
		 	than three months, an appropriate reduction of the management	  	278
		 	fee for the period exceeding three months until one month	  	279
		 	before the Vessel is again put into service shall be mutually	  	280
		 	agreed between the parties.	  	281
		 	8.6 Unless otherwise agreed in writing all discounts and	  	282
		 	commissions obtained by the Managers in the course of the	  	283
		 	 management of the Vessel shall be credited to the Owners.

 
	  	 284
  

	9.	 	Budgets and Management of Funds	  	285
		 	9.1 The Managers shall present to the Owners annually a	  	286
		 	budget for the following twelve months in such form as the	  	287
		 	Owners require. The budget for the first year hereof is set out	  	288
		 	in Annex “C” hereto. Subsequent annual budgets shall be	  	289
		 	prepared by the Managers and submitted to the Owners not	  	290
		 	less than three months before the anniversary date of the	  	291
		 	commencement of this Agreement (see Clause 2 and Box 4).	  	292
		 	9.2 The Owners shall indicate to the Managers their acceptance	  	293
		 	and approval of the annual budget within one month of	  	294
		 	presentation and in the absence of any such indication the	  	295
		 	Managers shall be entitled to assume that the Owners have	  	296
		 	accepted the proposed budget.	  	297
		 	9.3 Following the agreement of the budget, the Managers shall	  	298
		 	prepare and present to the Owners their estimate of the working	  	299
		 	capital requirement of the Vessel and the Managers shall each	  	300
		 	month up-date this estimate. Based thereon, the Managers shall each	  	301
		 	month request the Owners in writing for the funds required	  	302
		 	to run the Vessel for the ensuing month, including the payment	  	303
		 	of any occasional or extraordinary item of expenditure, such as	  	304
		 	emergency repair costs, additional insurance premiums, bunkers	  	305
		 	or provisions. Such funds shall be received by the Managers	  	306
		 	within ten running days after the receipt by the Owners of the	  	307
		 	Managers’ written request and shall be held to the credit of the	  	308
		 	Owners in a separate bank account.	  	309
		 	9.4 The Managers shall produce a comparison between	  	310
		 	budgeted and actual income and expenditure of the Vessel in	  	311
		 	such form as required by the Owners monthly or at such other	  	312
		 	intervals as mutually agreed.	  	313
		 	9.5 Notwithstanding anything contained herein to the contrary,	  	314
		 	the Managers shall in no circumstances be required to use or	  	315
		 	commit their own funds to finance the provision of the	  	316
		 	 Management Services.
  
	  	 317
  

	10.	 	Managers’ Right to Sub-Contract	  	318
		 	The Managers shall not have the right to sub-contract any of	  	319
		 	their obligations hereunder, including those mentioned in sub-	  	320
		 	clause 3.1, without the prior written consent of the Owners which	  	321
		 	shall not be unreasonably withheld. In the event of such a sub-	  	322
		 	contract the Managers shall remain fully liable for the due	  	323

 


					
		 	 performance of their obligations under this Agreement.
  
	  	 324
  

	11.	 	Responsibilities	  	325
		 	11.1 Force Majeure - Neither the Owners nor the Managers	  	326
		 	shall be under any liability for any failure to perform any of their	  	327
		 	obligations hereunder by reason of any cause whatsoever of	  	328
		 	any nature or kind beyond their reasonable control.	  	329
		 	11.2 Liability to Owners - (i) Without prejudice to sub-clause	  	330
		 	11.1, the Managers shall be under no liability whatsoever to the	  	331
		 	Owners for any loss, damage, delay or expense of whatsoever	  	332
		 	nature, whether direct or indirect, (including but not limited to	  	333
		 	loss of profit arising out of or in connection with detention of or	  	334
		 	delay to the Vessel) and howsoever arising in the course of	  	335
		 	performance of the Management Services UNLESS same is	  	336
		 	proved to have resulted solely from the negligence, gross	  	337
		 	negligence or wilful default of the Managers or their employees,	  	338
		 	or agents or sub-contractors employed by them in connection	  	339
		 	with the Vessel, in which case (save where loss, damage, delay	  	340
		 	or expense has resulted from the Managers’ personal act or	  	341
		 	omission committed with the intent to cause same or recklessly	  	342
		 	and with knowledge that such loss, damage, delay or expense	  	343
		 	would probably result) the Managers’ liability for each incident	  	344
		 	or series of incidents giving rise to a claim or claims shall never	  	345
		 	exceed a total of ten times the annual management fee payable	  	346
		 	hereunder.	  	347
		 	(ii) Notwithstanding anything that may appear to the contrary in	  	348
		 	this Agreement, the Managers shall not be liable for any of the	  	349
		 	actions of the Crew, even if such actions are negligent, grossly	  	350
		 	negligent or wilful, except only to the extent that they are shown	  	351
		 	to have resulted from a failure by the Managers to discharge	  	352
		 	their obligations under sub-clause 3.1, in which case their liability	  	353
		 	shall be limited in accordance with the terms of this Clause 11.	  	354
		 	11.3 Indemnity - Except to the extent and solely for the amount	  	355
		 	therein set out that the Managers would be liable under sub-	  	356
		 	clause 11.2, the Owners hereby undertake to keep the Managers	  	357
		 	and their employees, agents and sub-contractors indemnified	  	358
		 	and to hold them harmless against all actions, proceedings,	  	359
		 	claims, demands or liabilities whatsoever or howsoever arising	  	360
		 	which may be brought against them or incurred or suffered by	  	361
		 	them arising out of or in connection with the performance of the	  	362
		 	Agreement, and against and in respect of all costs, losses,	  	363
		 	damages and expenses (including legal costs and expenses on	  	364
		 	a full indemnity basis) which the Managers may suffer or incur	  	365
		 	(either directly or indirectly) in the course of the performance of	  	366
		 	this Agreement.	  	367
		 	11.4 “Himalaya” - It is hereby expressly agreed that no	  	368
		 	employee or agent of the Managers (including every sub	  	369
		 	contractor from time to time employed by the Managers) shall in	  	370
		 	any circumstances whatsoever be under any liability whatsoever	  	371
		 	to the Owners for any loss, damage or delay of whatsoever kind	  	372
		 	arising or resulting directly or indirectly from any act, neglect or	  	373
		 	default on his part while acting in the course of or in connection	  	374
		 	with his employment and, without prejudice to the generality of	  	375
		 	the foregoing provisions in this Clause 11, every exemption,	  	376
		 	limitation, condition and liberty herein contained and every right,	  	377
		 	exemption from liability, defence and immunity of whatsoever	  	378
		 	nature applicable to the Managers or to which the Managers are	  	379
		 	entitled hereunder shall also be available and shall extend to	  	380
		 	protect every such employee or agent of the Managers acting	  	381
		 	as aforesaid and for the purpose of all the foregoing provisions	  	382
		 	of this Clause 11 the Managers are or shall be deemed to be	  	383
		 	acting as agent or trustee on behalf of and for the benefit of all	  	384
		 	persons who are or might be their servants or agents from time	  	385
		 	to time (including sub-contractors as aforesaid) and all such	  	386
		 	persons shall to this extent be or be deemed to be parties to this	  	387
		 	Agreement.	  	388

 
 


  
 This document is a computer generated
SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO
approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document. 









 PART II 

“SHIPMAN 98” Standard Ship Management Agreement 
  



									
	12.	 	Documentation	  	389
		 	Where the Managers are providing Technical Management in	  	390
		 	accordance with sub-clause 3.2 and/or Crew Management in	  	391
		 	accordance with sub-clause 3.1, they shall make available,	  	392
		 	upon Owners’ request, all documentation and records related	  	393
		 	to the Safety Management System (SMS) and/or the Crew	  	394
		 	which the Owners need in order to demonstrate compliance	  	395
		 	with the ISM Code and STCW 95 or to defend a claim against	  	396
		 	a third party.	  	397
			
	13.	 	General Administration	  	398
		 	13.1 The Managers shall handle and settle all claims arising	  	399
		 	out of the Management Services hereunder and keep the Owners	  	400
		 	informed regarding any incident of which the Managers become	  	401
		 	aware which gives or may give rise to claims or disputes involving	  	402
		 	third parties.	  	403
		 	13.2 The Managers shall, as instructed by the Owners, bring	  	404
		 	or defend actions, suits or proceedings in connection with matters	  	405
		 	entrusted to the Managers according to this Agreement.	  	406
		 	13.3 The Managers shall also have power to obtain legal or	  	407
		 	technical or other outside expert advice in relation to the handling	  	408
		 	and settlement of claims and disputes or all other matters	  	409
		 	affecting the interests of the Owners in respect of the Vessel.	  	410
		 	13.4 The Owners shall arrange for the provision of any	  	411
		 	necessary guarantee bond or other security.	  	412
		 	13.5 Any costs reasonably incurred by the Managers in	  	413
		 	carrying out their obligations according to Clause 13 shall be	  	414
		 	reimbursed by the Owners.	  	415
			
	14.	 	Auditing	  	416
		 	The Managers shall at all times maintain and keep true and	  	417
		 	correct accounts and shall make the same available for inspection	  	418
		 	and auditing by the Owners at such times as may be mutually	  	419
		 	agreed. On the termination, for whatever reasons, of this	  	420
		 	Agreement, the Managers shall release to the Owners, if so	  	421
		 	requested, the originals where possible, or otherwise certified	  	422
		 	copies, of all such accounts and all documents specifically relating	  	423
		 	to the Vessel and her operation.	  	424
			
	15.	 	Inspection of Vessel	  	425
		 	The Owners shall have the right at any time after giving	  	426
		 	reasonable notice to the Managers to inspect the Vessel for any	  	427
		 	reason they consider necessary.	  	428
			
	16.	 	Compliance with Laws and Regulations	  	429
		 	The Managers will not do or permit to be done anything which	  	430
		 	might cause any breach or infringement of the laws and	  	431
		 	regulations of the Vessel’s flag, or of the places where she trades.	  	432
			
	17.	 	Duration of the Agreement	  	433
		 	This Agreement shall come into effect on the day and year stated	  	434
		 	in Box 4 and shall continue until 	  	435
		 	terminated by either party giving	  	436
		 	to the other notice in writing, in which event the Agreement shall	  	437
		 	terminate upon the expiration of a period of six months from the	  	438
		 	date upon which such notice was given.	  	439
			
	18.	 	Termination	  	440
		 	18.1 Owners’ default	  	441
		 	(i)	 	The Managers shall be entitled to terminate the Agreement	  	442
		 		 	with immediate effect by notice in writing if any moneys	  	443
		 		 	payable by the Owners under this Agreement and/or the	  	444
		 		 	owners of any associated vessel, details of which are listed	  	445
		 		 	in Annex “D”, shall not have been received in the Managers’	  	446
		 		 	nominated account within ten running days of receipt by	  	447
		 		 	the Owners of the Managers written request or if the Vessel	  	448
		 		 	is repossessed by the Mortgagees.	  	449
		 	(ii)	 	If the Owners:	  	450
		 		 	(a)	 	fail to meet their obligations under sub-clauses 5.2	  	451
		 		 		 	and 5.3 of this Agreement for any reason within their	  	452
		 		 		 	control, or	  	453





									
		 		 	(b)	 	proceed with the employment of or continue to employ	  	454
		 		 		 	the Vessel in the carriage of contraband, blockade	  	455
		 		 		 	running, or in an unlawful trade, or on a voyage which	  	456
		 		 		 	in the reasonable opinion of the Managers is unduly	  	457
		 		 		 	hazardous or improper,	  	458
		 		 	the Managers may give notice of the default to the Owners,	  	459
		 		 	requiring them to remedy it as soon as practically possible.	  	460
		 		 	In the event that the Owners fail to remedy it within a	  	461
		 		 	reasonable time to the satisfaction of the Managers, the	  	462
		 		 	Managers shall be entitled to terminate the Agreement	  	463
		 		 	with immediate effect by notice in writing.	  	464
		 	18.2 Managers’ Default	  	465
		 	If the Managers fall to meet their obligations under Clauses 3	  	466
		 	and 4 of this Agreement for any reason within the control of the	  	467
		 	Managers, the Owners may give notice to the Managers of the	  	468
		 	default, requiring them to remedy it as soon as practically	  	469
		 	possible. In the event that the Managers fail to remedy it within a	  	470
		 	reasonable time to the satisfaction of the Owners, the Owners	  	471
		 	shall be entitled to terminate the Agreement with immediate effect	  	472
		 	by notice in writing.	  	473
		 	18.3 Extraordinary Termination	  	474
		 	This Agreement shall be deemed to be terminated in the case of	  	475
		 	the sale of the Vessel or if the Vessel becomes a total loss or is	  	476
		 	declared as a constructive or compromised or arranged total	  	477
		 	loss or is requisitioned.	  	478
		 	18.4 For the purpose of sub-clause 18.3 hereof	  	479
		 	(i)	 	the date upon which the Vessel is to be treated as having	  	480
		 		 	been sold or otherwise disposed of shall be the date on	  	481
		 		 	which the Owners cease to be registered as Owners of	  	482
		 		 	the Vessel;	  	483
		 	(ii)	 	the Vessel shall not be deemed to be lost unless either	  	484
		 		 	she has become an actual total loss or agreement has	  	485
		 		 	been reached with her underwriters in respect of her	  	486
		 		 	constructive, compromised or arranged total loss or if such	  	487
		 		 	agreement with her underwriters is not reached it is	  	488
		 		 	adjudged by a competent tribunal that a constructive loss	  	489
		 		 	of the Vessel has occurred.	  	490
		 	18.5 This Agreement shall terminate forthwith in the event of	  	491
		 	an order being made or resolution passed for the winding up,	  	492
		 	dissolution, liquidation or bankruptcy of either party (otherwise	  	493
		 	than for the purpose of reconstruction or amalgamation) or if a	  	494
		 	receiver is appointed, or if it suspends payment, ceases to carry	  	495
		 	on business or makes any special arrangement or composition	  	496
		 	with its creditors.	  	497
		 	18.6 The termination of this Agreement shall be without	  	498
		 	prejudice to all rights accrued due between the parties prior to	  	499
		 	the date of termination.	  	500
			
	19.	 	Law and Arbitration	  	501
		 	19.1 This Agreement shall be governed by and construed in	  	502
		 	accordance with English law and any dispute arising out of or	  	503
		 	in connection with this Agreement shall be referred to arbitration	  	504
		 	in London in accordance with the Arbitration Act 1996 or	  	505
		 	any statutory modification or re-enactment thereof save to	  	506
		 	the extent necessary to give effect to the provisions of this	  	507
		 	Clause.	  	508
		 	The arbitration shall be conducted in accordance with the	  	509
		 	London Maritime Arbitrators Association (LMAA) Terms	  	510
		 	current at the time when the arbitration proceedings are	  	511
		 	commenced.	  	512
		 	The reference shall be to three arbitrators. A party wishing	  	513
		 	to refer a dispute to arbitration shall appoint its arbitrator	  	514
		 	and send notice of such appointment in writing to the other	  	515
		 	party requiring the other party to appoint its own arbitrator	  	516
		 	within 14 calendar days of that notice and stating that it will	  	517
		 	appoint its arbitrator as sole arbitrator unless the other party	  	518
		 	appoints its own arbitrator and gives notice that it has done	  	519
		 	so within the 14 days specified. If the other party does not	  	520
		 	appoint its own arbitrator and give notice that it has done so	  	521

 
 


  
 This document is a computer generated
SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO
approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document. 









 PART II 

“SHIPMAN 98” Standard Ship Management Agreement 
  



									
		 	within the 14 days specified, the party referring a dispute to	  	522
		 	arbitration may, without the requirement of any further prior	  	523
		 	notice to the other party, appoint its arbitrator as sole	  	524
		 	arbitrator and shall advise the other party accordingly. The	  	525
		 	award of a sole arbitrator shall be binding on both parties	  	526
		 	as if he had been appointed by agreement.	  	527
		 	Nothing herein shall prevent the parties agreeing in writing	  	528
		 	to vary these provisions to provide for the appointment of a	  	529
		 	sole arbitrator.	  	530
		 	In cases where neither the claim nor any counterclaim	  	531
		 	exceeds the sum of USD50,000 (or such other sum as the	  	532
		 	parties may agree) the arbitration shall be conducted in	  	533
		 	accordance with the LMAA Small Claims Procedure current	  	534
		 	at the time when the arbitration proceedings are commenced.	  	535
		 	19.2 This Agreement shall be governed by and construed	  	536
		 	in accordance with Title 9 of the United States Code and	  	537
		 	the Maritime Law of the United States and any dispute	  	538
		 	arising out of or in connection with this Agreement shall be	  	539
		 	referred to three persons at New York, one to be appointed	  	540
		 	by each of the parties hereto, and the third by the two so	  	541
		 	chosen; their decision or that of any two of them shall be	  	542
		 	final, and for the purposes of enforcing any award,	  	543
		 	judgement may be entered on an award by any court of	  	544
		 	competent jurisdiction. The proceedings shall be conducted	  	545
		 	in accordance with the rules of the Society of Maritime	  	546
		 	Arbitrators, Inc.	  	547
		 	In cases where neither the claim nor any counterclaim	  	548
		 	exceeds the sum of USD50,000 (or such other sum as the	  	549





									
		 	parties may agree) the arbitration shall be conducted in	  	550
		 	accordance with the Shortened Arbitration Procedure of the	  	551
		 	Society of Maritime Arbitrators, Inc. current at the time when	  	552
		 	the arbitration proceedings are commenced.	  	553
		 	19.3 This Agreement shall be governed by and construed	  	554
		 	in accordance with the laws of Norway 	  	555
		 	and any dispute arising out of or in connection	  	556
		 	with this Agreement that cannot be resolved by mutual agreement	  	557
		 	between the parties hereto, shall be referred to Haugesund City	  	
		 	Court for settlement, subject to the procedures applicable	  	558
		 	there.	  	559
		 	19.4 If Box 18 in Part I is not appropriately filled in, sub-	  	560
		 	clause 19.1 of this Clause shall apply	  	561
			
		 	Note: 19.1, 19.2 and 19.3 are alternatives; indicate	  	562
		 	alternative agreed in Box 18.	  	563
			
	20.	 	 Notices
	  	564
		 	20.1 Any notice to be given by either party to the other	  	565
		 	party shall be in writing and may be sent by fax, telex,	  	566
		 	registered or recorded mail or by personal service.	  	567
		 	20.2 The address of the Parties for service of such	  	568
		 	communication shall be as stated in Boxes 19 and 20,	  	569
		 	respectively.	  	570

 
 


  
 This document is a computer generated
SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO
approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document. 








 ADDENDUM NO. 1 

TO 
 SHIP MANAGEMENT
AGREEMENT 
 “TORDIS KNUTSEN” 

This Addendum No. 1 (this “Addendum”) to the Ship Management Agreement, dated July 22, 2016, between KNOT Shuttle Tankers 24
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 February 14, 2017, 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
	
	KNOT SHUTTLE TANKERS 24 AS
		
	By:	 	 /s/ Trygve Seglem

	Name:	 	  

	Title:	 	  

	
	MANAGERS
	
	KNOT MANAGEMENT AS
		
	By:	 	 /s/ Trygve Seglem

	Name:	 	  

	Title:	 	  



 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” 

 
  

Tordis Knutsen 
  

			
	Main Particulars	  	
		
	Owner	  	Knutsen Shuttle Tankers 24 AS
		
	Operator	  	KNOT Management AS
		
	Classification / Notation	  	 ABS +A1,OIL CARRIER BLU,HELIDK,SPMA,RW,+AMS,+ACCU,R1+,ENVIRO+,POT,+DPS-

2,EHS-PC,CPP,IGS-BALLAST,NIBS,CSR,AB-

 CM,ESP,GP,CRC,VEC-L,UWILD,TCM,BWE,BWT+,CPS

		
	Flag / Register	  	NORWAY (NIS)
		
	Home Port	  	Haugesund
		
	IMO Number / Call sign	  	9757711 / LAYZ7
		
	Service Speed	  	14,5 knots
		
	Main Dimensions	  	
		
	Length overall	  	284,32 m
		
	Length between Perpendiculars	  	269,96 m
		
	Breath (Moulded)	  	48,90 m
		
	Depth (Moulded)	  	24,00 m
		
	Keel to masthead	  	59,69 m
		
	Ballast parallel body length Total/ Bow-mid manifold/stern-mid manifold	  	105,84 m / 61,44 m / 44,4 m
		
	Summer deadweight (SDWT) parallel body length Total/ Bow-mid manifold/stern-mid manifold	  	105,84 m / 61,44 m / 44,4 m









			
		
	Manifold arrangement	  	 Arrangement: OCIMF Standard (Steel) ANSI 150 LB
  

3x 660 mm (26”)
  

Reducers
 6 x 660/508mm (26/20”)

3 x 660/406mm (26/16”)
 3 x 660/305mm (26/12”)

3 x 660/254mm (26/10”)
 3 x 660/203mm
(26/8”)



											
						
	Draft/Displacement/Deadweight	  	Loadline	  	Draft	  	Displacement	  	Deadweight	  	
		  	Summer:	  	16,92 m	  	156 559,0 MT	  	186 941,0 MT	  	
		  	Winter:	  	16,57 m	  	152 242,0 MT	  	182 624,0 MT	  	
		  	Tropical:	  	17,27 m	  	160 883,0 MT	  	191 265,0 MT	  	
		  	Lightship:	  	3,15 m	  		  	30 382,3 MT	  	
		  	Normal Ballast	  	15,40 m	  	58 000,0 MT	  	88 500,0 MT	  	
		
	Gross tonnage	  	90 031,0 Tonnes
		
	Net tonnage	  	47 679,0 Tonnes
						
	Machinery	  		  		  		  		  	


					
		
	Main engine	  	HYUNDAI WARTSILA 6X72
			
		  	Maximum continuous rating :	  	16860 KW X 77,7 RPM
			
		  	Normal continuous rating :	  	14330 KW X 73,6 RPM


			
		
	Propeller	  	 KAWASAKI HEAVY INDUSTRIES Controllable Pitch Propeller
  

CPP 2120CH/570RH

		
	Boilers (Maker / Type / Pressure / Capacity))	  	2 x (KANGRIM HEAVY INDUSTRIES CO., LTD, PB0601AS18 / Large Oil-fired boilers / 16 bar / 35 Metric Tonnes / Hour (Total 70 mT/H))
		
	Alternators	  	 1x Hyndai HSJ7 919-10-P Output 6600V AC, 60Hz, 3Phase,
7200KW
  
 3x Hyndai
HSJ7 903-10-P Output 6600V AC, 60Hz, 3Phase, 3600KW

		
	Steering gear (Maker / Type)	  	 One(1) set, Electro-hydraulic, Rotary Vane
  

Maker MacGregor Porsgrunn Steering Gear AS / 650-325/21MO










			
		
	Bow Thrusters	  	Brunvoll; Tunnel, 1 x 2430 KW + Azimuth 2 x 2270 KW
		
	Stern Thrusters	  	Brunvoll; Tunnel, 1 x 2430 KW + Azimuth 1 x 2270 KW
		
	Cargo Equipment	  	


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


							
		  	98% capacity cargo tanks:	  	172 808,80 m3	  	
		  	98% slop tanks capacity:	  	5 319,40 m3	  	
		  	Total 98% capacity:	  	176 335,40 m3	  	


			
		
	Cargo pumps (Type/Maker/Capacity/head)	  	3x (Steam / Hyundai / 3800 m3/hr @ 135 Meters)
		
	Spray/stripping pumps (Maker/Capacity/head)	  	 COW Pump (Cargo Pumps)
  

3x (Steam / Hyundai / 3800 m3/hr @ 135 Meters)
  

Stripping Pump
  

1x(Hyundai Steam Driven Reciprocationg/ 300 m3/hr /135 Meters)

		
	Ballast pumps (Type/Maker/Capacity)	  	2 x (Electric / HHI HBP450 / 4100 m3/h @ 25m head)
		
	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	  	Electric-hydraulic / MacGreagor Pusnes / 25 tons @ 15 m/min /55 metric tonnes
		
	Mooring ropes on drums /No/diameter/material/length/Breaking strength	  	 Mooring Wires
  

16 pcs / 40 mm / Galvanized Steel Wire / 275 m / 110 metric tonnes
  

Wire Tailes
  

14 pcs / 90 mm / Nylon Mulyifilament / 11 m / 150,7 metric tonnes









 EXHIBIT B 

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

 
  

TORDIS KNUTSEN 
  

									
	 	  	2017
	 	  	On board vs on leave
	 	  	No	  	Nat.	  	No	  	Nat.
	Master	  	1	  	Nor	  	1	  	Nor
	Ch.off.	  	1	  	Nor	  	1	  	Nor
	Ch.off.jr	  	1	  	Eur	  	1	  	Eur
	2.off	  	1	  	Eur	  	1	  	Eur
					
	3.off	  	1	  	Fil	  	1	  	Fil
					
	Ch.eng	  	1	  	Nor	  	1	  	Nor
					
	2eng	  	1	  	Fil	  	1	  	Fil
					
	3eng	  	1	  	Fil	  	1	  	Fil
	4eng	  	1	  	Fil	  	1	  	Fil
					
	Electr.	  	1	  	Fil	  	1	  	Fil
	Electr.ass.	  	1	  	Fil	  	1	  	Fil
					
	Bosun	  	1	  	Fil	  	1	  	Fil
					
	AB	  	3	  	Fil	  	3	  	Fil
	OS	  	1	  	Fil	  	1	  	Fil
	Motorman	  	2	  	Fil	  	2	  	Fil
	Fitter	  	1	  	Fil	  	1	  	Fil
					
	Wiper	  	1	  	Fil	  	1	  	Fil
	Ch.stwrd	  	1	  	Fil	  	1	  	Fil
					
	Messman	  	1	  	Fil	  	1	  	Fil
					
	Boy	  	1	  	Fil	  	1	  	Fil
					
		  	23	  		  	23	  	








 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 2017: 
 TORDIS KNUTSEN

  

									
	DESCRIPTION	  	USD PER DAY	 	  	USD PER YEAR	 
	 1. Technical Expenses
	  	 	2 724	 	  	 	994 437	 
	 2. Lubrication oils
	  	 	356	 	  	 	130 000	 
	 3. Manning
	  	 	7 138	 	  	 	2 605 274	 
	 4. Insurance
	  	 	1 300	 	  	 	474 440	 
	 5. Management fee
	  	 	1 481	 	  	 	540 559	 
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	 	12 999	 	  	 	4 744 710