EX-4.1



 Exhibit 4.1 

AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT 

THIS AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT, dated May 7, 2015 (this “Amendment”), is made
effective the 1st day of June 2015, by and between KNOT OFFSHORE PARTNERS LP, a limited partnership duly organized and existing under the laws of the Republic of the Marshall Islands (the “Partnership”), KNOT
OFFSHORE PARTNERS UK LLC, a company duly organized and existing under the laws of the Republic of The Marshall Islands (“KNOT UK”), KNUTSEN OAS (UK) LTD., a company limited by shares registered in England and
Wales with company number 3765737, KNUTSEN OAS SHIPPING AS, a Norwegian private limited liability company, and KNOT MANAGEMENT AS, a Norwegian private limited liability company (“KNOT Management”).

 WHEREAS, the parties to this Amendment desire to amend the Administrative Services Agreement, dated
February 26, 2013, between the Partnership, KNOT UK, Knutsen OAS (UK) Ltd. and Knutsen OAS Shipping AS (the “Administrative Services Agreement”), pursuant to Section 18 thereof to reflect that (i) as of
June 1, 2015, John Costain will become the Chief Executive Officer and Chief Financial Officer of KNOT UK, (ii) the Partnership will engage John Costain as a Manager to act as the Chief Executive Officer and Chief Financial Officer of the
Partnership and (iii) that KNOT Management AS will act as a subcontractor thereunder; 
 IT IS HEREBY AGREED AS FOLLOWS:

 Section 1. Amendments. The Administrative Services Agreement is hereby amended as follows: 

(a) The introductory paragraph and signature page of the Administrative Services Agreement are hereby amended to add KNOT Management as a party
thereto, and the definitions of “Party” and “Parties” thereunder are hereby amended to include KNOT Management. 
 (b)
The fourth recital of the Administrative Services Agreement is hereby deleted in its entirety and replaced with the following: 
 “D.
KNOT UK may, from time to time, and in its sole discretion, subcontract such administrative support services to KOAS UK, KOAS and KNOT Management.” 

(c) The definition of “Subcontractors” in Section 1 of the Administrative Services Agreement is hereby deleted in its entirety
and replaced with the following: 
 ““Subcontractors” means KOAS UK, KOAS and KNOT
Management;” 
 (d) The word “either” in the first sentence of Section 3 of the Administrative Services
Agreement is hereby deleted and replaced with the word “any.” 
 (e) Section 17 of the Administrative Services Agreement is
hereby deleted in its entirety and replaced with the following: 







 “Section 17. Notice. Notice under this Agreement shall be given (via hand delivery or
facsimile) as follows: 
 If to the Partnership: 

2 Queen’s Cross 
 Aberdeen,
Aberdeenshire 
 AB15 4YB United Kingdom 

Attn: John Costain 
 Fax: +44
(0) 1224 624891 
 If to KNOT UK: 

2 Queen’s Cross 
 Aberdeen,
Aberdeenshire 
 AB15 4YB United Kingdom 

Attn: John Costain 
 Fax: +44
(0) 1224 624891 
 If to Subcontractors: 

KNUTSEN OAS (UK) LIMITED 
 2
Queen’s Cross 
 Aberdeen, Aberdeenshire 

AB15 4YB United Kingdom 
 Attn:
Harald Urheim 
 Fax: +44 (0) 1224 624891 

KNUTSEN OAS SHIPPING AS 

Smedasundet 40 
 5529 Haugesund

 Norway 
 Attn: Geir Tore
Henriksen 
 Fax: +47 52704040 

KNOT MANAGEMENT AS 
 Smedasundet
40 
 5529 Haugesund 
 Norway

 Attn: Karl Gerhard Dahl 

Fax: +47 52704040” 
 (f)
Schedule B to the Administrative Services Agreement is hereby deleted in its entirety and replaced with Schedule B attached to this Amendment. 

  
 2 








 Section 2. Definitions. Capitalized terms not defined in this Amendment shall have
the meanings set forth in the Administrative Services Agreement. 
 Section 3. Continuance of Terms. Except as amended by this
Amendment, the Administrative Services Agreement shall continue in full force and effect according to its terms. 
 Section 4.
Counterparts. This Amendment may be executed in one or more counterparts, each of which is an original and which shall together form one and the same instrument. 

Section 5. Governing Law. This Amendment and any dispute or claim arising out of or in connection with it (including disputes as to
regarding its existence, validity or termination) or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the substantive laws of England and Wales without reference
to any choice of law principle that would result in the application of any other law. 
 [THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY
BLANK] 

  
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 IN WITNESS WHEREOF the Parties have executed this Amendment as of the 7th day of May, 2015 by their duly authorized signatories with effect on the 1st day of June 2015. 
  

			
	KNOT OFFSHORE PARTNERS LP
		
	 By:
		 /s/ Arild Vik

	 Name:
		Arild Vik
	 Title:
		Chief Executive Officer and Chief Financial Officer
	
	 KNOT OFFSHORE PARTNERS UK LLC

		
	 By:
		 /s/ Arild Vik

	 Name:
		Arild Vik
	 Title:
		Chief Executive Officer and Chief Financial Officer
	
	 KNUTSEN OAS (UK) LIMITED

		
	 By:
		 /s/ Trygve Seglem

	 Name:
		Trygve Seglem
	 Title:
		
	
	 KNUTSEN OAS SHIPPING AS

		
	 By:
		 /s/ Trygve Seglem

	 Name:
		Trygve Seglem
	 Title:
		
	
	 KNOT MANAGEMENT AS

		
	 By:
		 /s/ Trygve Seglem

	 Name:
		Trygve Seglem
	 Title:
		


 SIGNATURE PAGE TO AMENDMENT
TO 
 ADMINISTRATIVE SERVICES AGREEMENT 







 SCHEDULE B 

MANAGERS PROVIDING MANAGEMENT SERVICES 
  

					
	 Name
	  	 Position With KNOT UK
	  	 Services to be Provided to the Partnership

	John Costain	  	Chief Executive Officer and Chief Financial Officer	  	Principal Executive Officer and Principal Financial and Accounting Officer


  
 B-1