Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

Commission File Number: 001-35866

 

 

KNOT OFFSHORE PARTNERS LP

(Translation of registrant’s name into English)

 

 

2 Queen’s Cross,

Aberdeen, Aberdeenshire

AB15 4YB

United Kingdom

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F    x              Form 40-F    ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes    ¨              No    x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes    ¨              No    x

 

 

 


Table of Contents

KNOT OFFSHORE PARTNERS LP

REPORT ON FORM 6-K FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015

Table of Contents

 

     Page  

Unaudited Condensed Consolidated and Combined Carve-Out Statements of Operations for the Three Months Ended March 31, 2015 and 2014

     3   

Unaudited Condensed Consolidated and Combined Carve-Out Statements of Comprehensive Income for the Three Months Ended March 31, 2015 and 2014

     4   

Unaudited Condensed Consolidated and Combined Carve-Out Balance Sheets as of March  31, 2015 and December 31, 2014

     5   

Unaudited Condensed Consolidated and Combined Carve-Out Statements of Changes in Partners’ Capital for the Three Months Ended March 31, 2015 and 2014

     6   

Unaudited Condensed Consolidated and Combined Carve-Out Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014

     7   

Notes to Unaudited Condensed Consolidated and Combined Carve-Out Financial Statements

     8   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     20   

Forward-Looking Statements

     30   

Exhibits

     32   

Signatures

     33   

THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM F-3 (NO. 333-195976) ORIGINALLY FILED WITH THE SEC ON MAY 15, 2014.

 

2


Table of Contents

KNOT OFFSHORE PARTNERS LP

Unaudited Condensed Consolidated and Combined Carve-Out Statements of Operations

For the Three Months Ended March 31, 2015 and 2014

(U.S. Dollars in thousands, except per unit amounts)

 

     Three Months Ended
March 31,
 
     2015     2014  

Operating revenues: (Notes 3 and 8)

    

Time charter and bareboat revenues

   $ 36,071      $ 21,766   

Other income

     149        8  
  

 

 

   

 

 

 

Total revenues

  36,220      21,774   
  

 

 

   

 

 

 

Operating expenses: (Note 8)

Vessel operating expenses

  6,807      4,597   

Depreciation

  11,400      6,780   

General and administrative expenses

  1,068      1,043   
  

 

 

   

 

 

 

Total operating expenses

  19,275      12,420   
  

 

 

   

 

 

 

Operating income

  16,945      9,354   
  

 

 

   

 

 

 

Finance income (expense): (Note 8)

Interest income

  1      1   

Interest expense

  (4,186 )   (2,713 )

Other finance expense

  (20 )   (221 )

Realized and unrealized (loss) gain on derivative instruments (Note 4)

  (5,623 )   46   

Net gain (loss) on foreign currency transactions

  72      (24 )
  

 

 

   

 

 

 

Total finance expense

  (9,756 )   (2,911 )
  

 

 

   

 

 

 

Income before income taxes

  7,189      6,443   

Income tax expense (Note 7)

  (3 )   (19 )
  

 

 

   

 

 

 

Net income

$ 7,186    $ 6,424   
  

 

 

   

 

 

 

General partner’s interest in net income

  136      128   

Limited partners’ interest in net income

  7,050      6,296   

Earnings per unit: (Note 10)

Common units (basic and diluted)

$ 0.297    $ 0.367   

Subordinated units (basic and diluted)

$ 0.345    $ 0.368   

General partner units (basic and diluted)

$ 0.297    $ 0.367   

Cash distributions declared and paid per unit (Note 10)

$ 0.510    $ 0.435   

The accompanying notes are an integral part of the unaudited condensed consolidated and combined carve-out interim financial statements.

 

3


Table of Contents

KNOT OFFSHORE PARTNERS LP

Unaudited Condensed Consolidated and Combined Carve-Out Statements of Comprehensive Income

for the Three Months Ended March 31, 2015 and 2014

(U.S. Dollars in thousands)

 

     Three Months Ended
March 31,
 
     2015      2014  

Net income

   $ 7,186       $ 6,424   

Other comprehensive income, net of tax

     —          —    
  

 

 

    

 

 

 

Comprehensive income

$ 7,186    $ 6,424   
  

 

 

    

 

 

 

The accompanying notes are an integral part of the unaudited condensed consolidated and combined carve-out interim financial statements.

 

4


Table of Contents

KNOT OFFSHORE PARTNERS LP

Unaudited Condensed Consolidated and Combined Carve-Out Balance Sheets

As of March 31, 2015 and December 31, 2014

(U.S. Dollars in thousands)

 

     March 31,     December 31,  
     2015     2014  

Assets

    

Current assets:

    

Cash and cash equivalents (Note 5)

   $ 32,746      $ 30,746   

Amounts due from related parties (Note 8)

     173        130   

Inventories

     1,079        915   

Other current assets

     4,597        3,958   
  

 

 

   

 

 

 

Total current assets

  38,595      35,749   
  

 

 

   

 

 

 

Long-term assets:

Vessels and equipment:

Vessels

  1,131,253      1,131,321   

Less accumulated depreciation and amortization

  (120,847 )   (109,464 )
  

 

 

   

 

 

 

Vessels and equipment, net

  1,010,406      1,021,857   
  

 

 

   

 

 

 

Goodwill

  6,217      6,217   

Deferred debt issuance cost

  3,683      3,959   

Derivative assets (Notes 4 and 5)

  370      2,966   
  

 

 

   

 

 

 

Total assets

$ 1,059,271    $ 1,070,748   
  

 

 

   

 

 

 

Liabilities and Partners’ Capital/Owners’ Equity

Current liabilities:

Trade accounts payable

$ 1,743    $ 1,869   

Accrued expenses

  3,812      2,735   

Current portion of long-term debt (Notes 5 and 6)

  38,718      38,718   

Current portion of derivative liabilities (Notes 5 and 6)

  8,967      7,450   

Income taxes payable (Note 7)

  137      362   

Current portion of contract liabilities

  1,518      1,518   

Prepaid charter and deferred revenue

  6,595      6,751   

Amount due to related parties (Note 8)

  401      628   
  

 

 

   

 

 

 

Total current liabilities

  61,891      60,031   
  

 

 

   

 

 

 

Long-term liabilities:

Long-term debt (Notes 5 and 6)

  553,924      562,503   

Derivative liabilities (Note 5)

  483      —    

Contract liabilities

  10,896      11,275   

Deferred tax liabilities (Note 7)

  1,293      1,402   

Long-term debt from related parties (Note 6)

  12,000      12,000   

Other long-term liabilities

  3,693      4,172   
  

 

 

   

 

 

 

Total liabilities

  644,180      651,383   
  

 

 

   

 

 

 

Commitments and contingencies (Note 9)

Equity:

Partners’ capital:

Common unitholders

  304,877      307,544   

Subordinated unitholders

  102,161      103,680   

General partner interest

  8,053      8,141   
  

 

 

   

 

 

 

Total partners’ capital

  415,091      419,365   
  

 

 

   

 

 

 

Total liabilities and equity

$ 1,059,271    $ 1,070,748   
  

 

 

   

 

 

 

The accompanying notes are an integral part of the unaudited condensed consolidated and combined carve-out interim financial statements.

 

5


Table of Contents

KNOT OFFSHORE PARTNERS LP

Unaudited Condensed Consolidated and Combined Carve-Out

Statements of Changes in Partners’ Capital

for the Three Months Ended March 31, 2015 and 2014

(U.S. Dollars in thousands)

 

     Partners’ Capital     Accumulated
Other
Comprehensive
Income
     Total Partners’
Capital
 
     Common
Units
    Subordinated
Units
    General
Partner
       

Consolidated balance at December 31, 2013

   $ 168,773      $ 107,857      $ 5,297      $ —         $ 281,927   

Net income

     3,143        3,153        128        —          6,424   

Other comprehensive income

     —         —         —         —          —    

Cash distributions (1)

     (3,727 )     (3,737 )     (152 )        (7,616 )

Consolidated balance at March 31, 2014

     168,189        107,273        5,273        —          280,735   

Consolidated balance at December 31, 2014

     307,544        103,680        8,141        —           419,365   

Net income

     4,098        2,952        136        —          7,186   

Other comprehensive income

     —         —         —         —          —    

Cash Distribution(1)

     (6,765 )     (4,471 )     (224 )     —          (11,460 )

Consolidated balance at March 31, 2015

   $ 304,877      $ 102,161      $ 8,053      $ —         $ 415,091   

 

(1) This includes cash distributions to holders of the incentive distribution rights (“IDRs”) for the three months ended March 31, 2015 and 2014.

The accompanying notes are an integral part of the unaudited condensed consolidated and combined carve-out interim financial statements.

 

6


Table of Contents

KNOT OFFSHORE PARTNERS LP

Unaudited Condensed Consolidated and Combined Carve-Out Statements of Cash Flows

for the Three Months Ended March 31, 2015 and 2014

(U.S. Dollars in thousands)

 

     Three Months Ended
March 31,
 
     2015     2014  

Cash flows provided by operating activities:

    

Net income

   $ 7,186      $ 6,424   

Adjustments to reconcile net income to cash provided by operating activities:

    

Depreciation

     11,400        6,780   

Amortization of contract intangibles / liabilities

     (379 )     (379 )

Amortization of deferred revenue

     (479 )     (107 )

Amortization of deferred debt issuance cost

     284        279   

Income tax expense

     3        19   

Income taxes paid

     (214 )     —    

Unrealized loss (gain) on derivative instruments

     4,597        (99 )

Unrealized loss on foreign currency transactions

     15        44   

Other items

     —         33   

Changes in operating assets and liabilities

    

(Increase) decrease in amounts due from related parties

     (43 )     (114 )

(Increase) decrease in inventories

     (164 )     (80 )

(Increase) decrease in other current assets

     (639 )     (349 )

(Decrease) increase in trade accounts payable

     (130 )     (171 )

Increase in accrued expenses

     1,077        63   

Decrease in prepaid revenue

     (156 )     (58 )

Decrease in amounts due to related parties

     (227 )     (70 )
  

 

 

   

 

 

 

Net cash provided by operating activities

  22,131      12,215   
  

 

 

   

 

 

 

Cash flows from investing activities:

Disposals to vessel and equipment

  52      80   
  

 

 

   

 

 

 

Net cash provided by investing activities

  52      80   
  

 

 

   

 

 

 

Cash flows from financing activities:

Accumulated interest expense on long-term debt from related parties

  —       263   

Repayment of long-term debt

  (8,579 )   (7,397 )

Payments of debt issuance cost

  (8 )   —    

Cash distribution

  (11,460 )   (7,616 )

Change in restricted cash

  —       (998 )
  

 

 

   

 

 

 

Net cash used in financing activities

  (20,047 )   (15,748 )
  

 

 

   

 

 

 

Effect of exchange rate changes on cash

  (136 )   (45 )

Net increase (decrease) in cash and cash equivalents

  2,000      (3,498 )

Cash and cash equivalents at the beginning of the year

  30,746      28,836   
  

 

 

   

 

 

 

Cash and cash equivalents at the end of the year

$ 32,746    $ 25,338   
  

 

 

   

 

 

 

The accompanying notes are an integral part of the unaudited condensed consolidated and combined carve-out interim financial statements.

 

7


Table of Contents

KNOT OFFSHORE PARTNERS LP

Notes to Unaudited Condensed Consolidated and Combined Carve-Out Financial Statements

1) Description of Business

KNOT Offshore Partners LP (the “Partnership”) is a publicly traded Marshall Islands limited partnership initially formed for the purpose of acquiring 100% ownership interests in four shuttle tankers owned by Knutsen NYK Offshore Tankers AS (“KNOT”) in connection with the Partnership’s initial public offering of common units (the “IPO”) which was completed in April 2013.

As of March 31, 2015, the Partnership had a fleet of eight shuttle tankers, the Windsor Knutsen , the Bodil Knutsen , the Recife Knutsen , the Fortaleza Knutsen , the Carmen Knutsen, the Hilda Knutsen, the Torill Knutsen , and the Dan Cisne , each referred to as a “Vessel” and, collectively, as the “Vessels.” The Vessels operate under fixed long-term charter contracts to charterers, except for the Windsor Knutsen. In April 2014, the Partnership was notified that BG Group Plc (“BG Group”) would not exercise its option to extend the Windsor Knutsen time charter after the expiration of its initial term. In July 2014, the vessel was re-delivered. In June 2014, the Partnership entered into a new two-year time charter contract, which was subsequently amended in June 2015, with BG Group for the Windsor Knutsen that will commence in the fourth quarter of 2015. The time charter with BG Group has six one-year extension options. Prior to the commencement of its time charter with BG Group, the Windsor Knutsen will be employed under a time-charter with KNOT. The time charter for the Bodil Knutsen expires in 2016 and contains customer options for extension through 2019. The Recife Knutsen and the Fortaleza Knutsen are under bareboat charter contracts that expire in 2023. The time charter for the Carmen Knutsen expires in 2018 and contains customer options for extension through 2021. The time charters for the Hilda Knutsen and the Torill Knutsen each expire in 2018 and contain a customer option for extension through 2023. The Dan Cisne is under a bareboat charter contract that expires in 2023.

2) Summary of Significant Accounting Policies

(a) Basis of Preparation

The accompanying unaudited condensed consolidated and combined carve-out financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. All intercompany balances and transactions are eliminated. The unaudited condensed consolidated and combined carve-out financial statements do not include all the disclosures and information required for a complete set of annual financial statements; and, therefore, these unaudited condensed consolidated and combined carve-out financial statements should be read in conjunction with the audited consolidated and combined carve-out financial statements for the year ended December 31, 2014, which are included in the Partnership’s Annual Report on Form 20-F (the “20-F”).

Under the Partnership’s First Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), KNOT Offshore Partners GP LLC, a wholly owned subsidiary of KNOT, and the general partner of the Partnership (the “General Partner”), has irrevocably delegated to the Partnership’s board of directors the power to oversee and direct the operations of, manage and determine the strategies and policies of the Partnership. During the period from the Partnership’s IPO in April 2013 until the time of the Partnership’s first annual general meeting (“AGM”) on June 25, 2013, the General Partner retained the sole power to appoint, remove and replace all members of the Partnership’s board of directors. From the first AGM, four of the seven board members became electable by the common unitholders and accordingly, from this date, KNOT, as the owner of the General Partner, no longer retains the power to control the Partnership’s board of directors and, hence, the Partnership. As a result, the Partnership is no longer considered to be under common control with KNOT and as a consequence, the Partnership will not account for any vessel acquisitions from KNOT after June 25, 2013 as a transfer of equity interests between entities under common control.

In June 2014 and December 2014, the Partnership acquired from KNOT a 100% interest in the subsidiaries that own and operate the Hilda Knutsen and the Torill Knutsen, and the Dan Cisne, respectively. Accordingly, the results of these acquisitions are consolidated into the Partnership’s results from the respective dates of their acquisition. The Partnership accounted for these acquisitions as an acquisition of a business.

(b) Significant accounting policies

The accounting policies adopted in the preparation of the unaudited condensed consolidated and combined carve-out interim financial statements are consistent with those followed in the preparation of the Partnership’s audited consolidated and combined carve-out financial statements for the year ended December 31, 2014, as contained in the Partnership’s 20-F.

(c) Accounting pronouncement not yet adopted

In May 2014, the Financial Accounting Standards Board (or FASB) and the International Accounting Standards Board (IASB) issued a comprehensive revenue recognition standard that will supersede existing revenue guidance under US GAAP and IFRS, Accounting Standards Update 2014-09, Revenue from Contracts with Customers , (or ASU 2014-09) for U.S. GAAP. ASU 2014-09 will require an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update creates a five-step model that requires an entity to exercise judgment when

 

8


Table of Contents

considering the terms of the contract(s) which include (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2016 and shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. Early adoption is not permitted under U.S. GAAP. The Partnership is evaluating the effect of adopting this new accounting guidance.

In August 2014, FASB issued Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 requires management to evaluate whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued (or available to be issued when applicable) and, if so, disclose that fact. Management will be required to make this evaluation for both annual and interim reporting periods, if applicable. Management also is required to evaluate and disclose whether its plans alleviate that doubt. The standard is effective for annual periods after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Partnership is evaluating the effect of adopting this new accounting guidance. The Partnership does not expect the adoption of this standard to have a material impact on the consolidated and combined financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. For KNOT Offshore Partners LP as a public business entity, the guidance is effective for annual and interim periods beginning after 15 December 2015. Early adoption is permitted. The Partnership has not yet adopted ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The adoption of the new standard will have an impact on the balance sheets and reduce total assets and total liabilities. Also the implementation will be applied retrospectively.

 

9


Table of Contents

3) Segment Information

The Partnership has not presented segment information as it considers its operations to occur in one reportable segment, the shuttle tanker market. At March 31, 2015, the Partnership’s fleet consisted of eight vessels and operated under five time charters and three bareboat charters. At March 31, 2014, the Partnership’s fleet consisted of five vessels and operated under three time charters and two bareboat charters. Under the time charters and bareboat charters, the charterer, not the Partnership, controls the choice of which trading areas the applicable Vessel will serve. Accordingly, the Partnership’s management, including the chief operating decision makers, does not evaluate performance according to geographical region.

The following table presents revenues and percentage of consolidated and combined revenues for customers that accounted for more than 10% of the Partnership’s consolidated and combined revenues during the three months ended March 31, 2015 and 2014. All of these customers are subsidiaries of major international oil companies, except KNOT, which is currently chartering the Windsor Knutsen until she is delivered to BG Group in fourth quarter of 2015.

 

     Three Months Ended
March 31,
 

(U.S. Dollars in thousands)

   2015     2014  

Fronape International Company, a subsidiary of Petrobras Transporte S.A.

   $ 8,676         24 %   $ 6,224         29 %

Eni Trading and Shipping S.pA

     11,504         32 %     —          —    

Statoil ASA

     5,698         16 %     5,466         25 %

Repsol Sinopec Brasil, S.A., a subsidiary of Repsol Sinopec Brasil, B.V.

     5,015         14 %     5,015         23 %

Brazil Shipping I Limited, a subsidiary of BG Group Plc

     —          —         5,061         23 %

Knutsen NYK Offshore Tankers AS (Guarantee)

     5,178         14 %     —          —    

4) Derivative Instruments

The unaudited condensed consolidated and combined carve-out financial statements include the results of interest rate swap contracts to manage the Partnership’s exposure related to changes in interest rates on its variable rate debt instruments and the results of foreign exchange forward contracts to manage its exposure related to changes in currency exchange rates on its operating expenses, mainly crew expenses, in currency other than U.S. Dollars and on its contract obligations. The Partnership does not apply hedge accounting for derivative instruments. The Partnership does not speculate using derivative instruments.

By using derivative financial instruments to economically hedge exposures to changes in interest rates, the Partnership exposes itself to credit risk and market risk. Derivative instruments that economically hedge exposures are used for risk management purposes, but these instruments are not designated as hedges for accounting purposes. Credit risk is the failure of the counterparty to perform under the terms of the derivative instrument. When the fair value of a derivative instrument is positive, the counterparty owes the Partnership, which creates credit risk for the Partnership. When the fair value of a derivative instrument is negative, the Partnership owes the counterparty, and, therefore, the Partnership is not exposed to the counterparty’s credit risk in those circumstances. The Partnership minimizes counterparty credit risk in derivative instruments by entering into transactions with major banking and financial institutions. The derivative instruments entered into by the Partnership do not contain credit risk-related contingent features. The Partnership has not entered into master netting agreements with the counterparties to its derivative financial instrument contracts.

Market risk is the adverse effect on the value of a derivative instrument that results from a change in interest rates, currency exchange rates or commodity prices. The market risk associated with interest rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

The Partnership assesses interest rate risk by monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating economical hedging opportunities.

The Partnership has historically used variable interest rate mortgage debt to finance its vessel construction or conversions. The variable interest rate mortgage debt obligations expose the Partnership to variability in interest payments due to changes in interest rates. The Partnership believes that it is prudent to limit the variability of a portion of its interest payments. To meet this objective, the Partnership entered into London Interbank Offered Rate (“LIBOR”)-based interest rate swap contracts to manage fluctuations in cash flows resulting from changes in the benchmark interest rate of LIBOR. These swaps change the variable rate cash flow exposure on the mortgage debt obligations to fixed cash flows. Under the terms of the interest rate swap contracts, the Partnership receives LIBOR-based variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent of fixed rate debt for the notional amount of its debt hedged.

As of March 31, 2015, the Partnership had entered into various interest swap agreements for a total notional amount of $382.3 million to hedge against the interest rate risks of its variable rate borrowings. Under the terms of the interest rate swap agreements, the Partnership receives interest based on three or six month LIBOR and pays a weighted average interest rate of 1.47%.

As of March 31, 2015 and December 2014, the total notional amount of the Partnership’s outstanding interest rate swap contracts that were entered into in order to hedge outstanding or forecasted debt obligations were $382.3 million and $382.3 million, respectively. As of March 31, 2015 and December 31, 2014, the carrying amount of the interest rate swaps contracts were net liabilities of $4.8 million and $1.7 million. See Note 5 —Fair Value Measurements.

 

10


Table of Contents

Changes in the fair value of interest rate swap contracts are reported in realized and unrealized gain (loss) on derivative instruments in the same period in which the related interest affects earnings.

The Partnership and its subsidiaries utilize the U.S. Dollar as their functional and reporting currency, because all of their revenues and the majority of their expenditures, including the majority of their investments in vessels and their financing transactions, are denominated in U.S. Dollars. The Partnership’s predecessor also from time to time contracted vessels with contractual obligations to pay the yards in currencies other than the U.S. Dollar. Payment obligations in currencies other than the U.S. Dollar, and in particular operating expenses in Norwegian Kroner (NOK), expose the Partnership to variability in currency exchange rates. The Partnership believes that it is prudent to limit the variability of a portion of its currency exchange exposure. To meet this objective, the Partnership entered into foreign exchange forward contracts to manage fluctuations in cash flows resulting from changes in the exchange rates towards the U.S. Dollar. The agreements change the variable exchange rate to fixed exchange rates at agreed dates.

As of March 31, 2015 and December 31, 2014, the total contract amount in foreign currency of the Partnership’s outstanding foreign exchange forward contracts that were entered into to economically hedge outstanding future payments in currencies other than the U.S. Dollar were NOK 127.9 million and NOK 127.9 million, respectively. As of March 31, 2015 and December 31, 2014, the carrying amount of the Partnership’s foreign exchange forward contracts was a liability of $4.3 million and $2.7 million, respectively. See Note 5 —Fair Value Measurements.

The following table presents the realized and unrealized gains and losses that are recognized in earnings as net gain (loss) on derivative instruments for the three months ended March 31, 2015 and 2014:

 

     Three Months Ended
March 31,
 
(U.S. Dollars in thousands)    2015      2014  

Realized gain (loss)

     

Interest rate swap contracts

   $ (1,026 )    $ (554 )

Foreign exchange forward contracts

     —          252   

Unrealized gain (loss)

     

Interest rate swap contracts

     (3,075 )      348   

Foreign exchange forward contracts

     (1,522 )      —    
  

 

 

    

 

 

 

Total realized and unrealized (loss) gain

$ (5,623 ) $ 46   
  

 

 

    

 

 

 

5) Fair Value Measurements

(a) Fair Value of Financial Instruments

The following table presents the carrying amounts and estimated fair values of the Partnership’s financial instruments as of March 31, 2015 and December 31, 2014. Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

     March 31, 2015      December 31, 2014  
(U.S. Dollars in thousands)    Carrying
Amount
     Fair Value      Carrying
Amount
     Fair Value  

Financial assets:

           

Cash and cash equivalents

   $ 32,746       $ 32,746       $ 30,746       $ 30,746   

Non-current derivative assets:

           

Interest rate swap contracts

     370         370         2,966         2,966   

Financial liabilities:

           

Current derivative liabilities:

           

Interest rate swap contracts

     4,703         4,703         4,708         4,708   

Foreign exchange forward contract

     4,264         4,264         2,742         2,742   

Non-current derivative liabilities:

           

Interest rate swap contracts

     483         483         —          —    

Long-term debt, current and non-current

     604,642         604,642         613,221         613,221   

The carrying amounts shown in the table above are included in the consolidated and combined carve-out balance sheets under the indicated captions. The carrying value of trade accounts receivable, trade accounts payable and receivables/payables to owners and affiliates approximate their fair value.

 

11


Table of Contents

The fair values of the financial instruments shown in the above table as of March 31, 2015 and December 31, 2014 represent the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Partnership’s own judgment about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Partnership based on the best information available in the circumstances, including expected cash flows, appropriately risk-adjusted discount rates and available observable and unobservable inputs.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

 

    Cash and cash equivalents and restricted cash : The fair value of the Partnership’s cash balances approximates the carrying amounts due to the current nature of the amounts.

 

    Foreign exchange forward contracts: The fair value is calculated using mid-rates (excluding margins) as determined by counterparties based on available market rates as of the balance sheet date. The fair value is discounted from the value at expiration to the current value of the contracts.

 

    Interest rate swap contracts : The fair value of interest rate swap contracts is determined using an income approach using the following significant inputs: the term of the swap, the notional amount of the swap, discount rates interpolated based on relevant LIBOR swap curves and the rate on the fixed leg of the swap.

 

    Long-term debt : With respect to long-term debt measurements, the Partnership uses market interest rates and adjusts that rate for all necessary risks, including its own credit risk. In determining an appropriate spread to reflect its credit standing, the Partnership considered interest rates currently offered to KNOT for similar debt instruments of comparable maturities by KNOT’s and the Partnership’s bankers as well as other banks that regularly compete to provide financing to the Partnership. As all long-term debt of the Partnership was refinanced in the period from June 2014 to November 2014, the fair value is based on the margin obtained in the refinancing and therefore the fair value equals the carrying value as of March 31, 2015 and December 31, 2014.

(b) Fair Value Hierarchy

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis (including items that are required to be measured at fair value or for which fair value is required to be disclosed) as of March 31, 2015 and December 31, 2014:

 

            Fair Value Measurements at
Reporting Date Using
 
(U.S. Dollars in thousands)    March 31,
2015
     Quoted Price
in Active
Markets for
Identical
Assets
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
 

Financial assets:

           

Cash and cash equivalents

   $ 32,746       $ 32,746       $ —        $ —    

Non-current derivative assets:

           

Interest rate swap contracts

     370         —          370         —    

Financial liabilities:

           

Current derivative liabilities:

           

Interest rate swap contracts

     4,703         —          4,703         —    

Foreign exchange forward contracts

     4,264         —          4,264         —    

Non-current derivative liabilities:

           

Interest rate swap contracts

     483         —          483         —    

Long-term debt, current and non-current

     604,642         —          604,642         —    

 

12


Table of Contents
            Fair Value Measurements at
Reporting Date Using
 
(U.S. Dollars in thousands)    December 31,
2014
     Quoted Price
in Active
Markets for
Identical
Assets
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
 

Financial assets:

           

Cash and cash equivalents

   $ 30,746       $ 30,746       $ —        $  —    

Non-current derivative assets:

           

Interest rate swap contracts

     2,966         —          2,966         —    

Financial liabilities:

           

Current derivative liabilities:

           

Interest rate swap contracts

     4,708         —          4,708         —    

Foreign exchange forward contracts

     2,742         —          2,742         —    

Non-current derivative liabilities:

           

Interest rate swap contracts

     —          —                 —    

Long-term debt, current and non-current

     613,221         —          613,221         —    

The Partnership’s accounting policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers into or out of Level 1, Level 2 or Level 3 as of March 31, 2015 and December 31, 2014.

6) Long-Term Debt

As of March 31, 2015 and December 31, 2014, the Partnership had the following debt amounts outstanding:

 

          March 31,      December 31,  
(U.S. Dollars in thousands)    Vessel    2015      2014  

$220 million loan facility

   Windsor Knutsen, Bodil Knutsen,

Carmen Knutsen

   $ 208,214       $ 212,142   

$20 million revolving credit facility

   Windsor Knutsen, Bodil Knutsen,

Carmen Knutsen

     20,000         20,000   

$140 million loan facility

   Fortaleza Knutsen &
Recife Knutsen
     133,438         135,625   

$117 million loan facility

   Hilda Knutsen      85,492         86,724   

$117 million loan facility

   Torill Knutsen      86,728         87,960   

$58.8 million loan facility

   Dan Cisne      58,770         58,770   

$12.0 million Seller’s Credit

        12,000         12,000   
     

 

 

    

 

 

 

Total long-term debt

  604,642      613,221   
     

 

 

    

 

 

 

Less current installments

  38,718      38,718   

Less $12.0 million Seller’s Credit

  12,000      12,000   
     

 

 

    

 

 

 

Long-term debt, excluding current installments and Seller’s Credit

$ 553,924    $ 562,503   
     

 

 

    

 

 

 

The Partnership’s outstanding debt of $604.6 million as of March 31, 2015 is repayable as follows:

 

(US $ in thousands)    Period
repayment
     Balloon
repayment
 

Remainder of 2015

   $ 30,139       $ —    

2016

     39,018         —    

2017

     39,318         —    

2018

     38,387         136,500   

2019

     18,132         269,678   

2020 and thereafter

     27,000         6,470   
  

 

 

    

 

 

 

Total

$ 191,994    $ 412,648   
  

 

 

    

 

 

 

As of March 31, 2015, the interest rates on the Partnership’s loan agreements were LIBOR plus a fixed margin ranging from 2.125% to 4.5%.

In June 2014, the Partnership’s subsidiaries KNOT Shuttle Tankers 18 AS, KNOT Shuttle Tankers 17 AS and Knutsen Shuttle Tankers 13 AS entered into a senior secured loan facility in an aggregate amount of $240 million (the “Senior Secured Loan Facility”). The Senior Secured Loan Facility consists of (i) a $220 million term loan (the “Term Loan Facility”) and (ii) a $20 million revolving credit facility (the “Revolving Credit Facility”). In June 2014, the Partnership’s subsidiary Knutsen Shuttle Tankers XII AS entered into a senior secured loan facility in the amount of $140 million (the “New Fortaleza and Recife Facility”). The New Fortaleza and Recife Facility was drawn in November 2014. The $117 million secured loan facility (the “Hilda Facility”) was entered into in 2011 in connection with financing the building of Hilda Knutsen . In connection with the Partnership’s acquisition of Knutsen Shuttle Tankers 14 AS, the company that owns the Hilda Knutsen , on June 30, 2014, the

 

13


Table of Contents

$117 million senior secured loan facility was amended prior to the acquisition. The $117 million secured loan facility (the “Torill Facility”) was entered into in 2011 in connection with financing the building of Torill Knutsen . In connection with the Partnership’s acquisition of Knutsen Shuttle Tankers 14 AS, the company that owns the Torill Knutsen , on June 30, 2014, the $117 million senior secured loan facility was amended prior to the acquisition. In April 2014, KNOT’s subsidiaries owning the Dan Cisne and Dan Sabia , as the borrowers, entered into a $172.5 million senior secured loan facility in connection with the purchase of the vessels from J. Lauritzen. In connection with the Partnership’s acquisition of KNOT Shuttle Tankers 20 AS, the company that owns the Dan Cisne , in December 2014, the $172.5 million senior secured loan facility was split into a tranche which was related to the Dan Cisne of $58.8 million (the “Dan Cisne Facility”). The Partnership and KNOT Shuttle Tankers AS have guaranteed the facilities listed above. As of March 31, 2014, the Borrowers and the Partnership were in compliance with all covenants under the facilities listed above.

As part of the financing for the purchase of the Dan Cisne, KNOT provided a $12.0 million Seller’s Credit that was guaranteed by the Partnership. The acquisition was completed on December 15, 2014.

7) Income Taxes

Components of Current and Deferred Tax Expense

After the reorganization of the Partnership’s predecessor’s activities into the new group structure in February 2013, all profit from continuing operations in Norway is taxable within the Norwegian Tonnage Tax regime (“the tonnage tax regime”). The consequence of the reorganization was a one-time entrance tax into the Norwegian tonnage tax regime due to the Partnership’s acquisition of the shares in the subsidiary that owns the Fortaleza Knutsen and the Recife Knutsen . Under the tonnage tax regime, the tax is based on the tonnage of the vessel and operating income is tax free. The net financial income and expense remains taxable as ordinary income tax for entities subject to the tonnage tax regime. For the portion of activities subject to the tonnage tax regime, tonnage taxes are classified as vessel operating expenses while the current and deferred taxes arising on net financial income and expense are reflected as income tax expense in the consolidated and combined carve-out financial statements.

The total amount of the entrance tax was estimated to be approximately $3.0 million, which was recognized in the three months ended March 31, 2013. The entrance tax is payable over several years and is calculated by multiplying the tax rate by the declining balance of the gain, which will decline by 20% each year. The amount payable will be effected by the change in tax rate which was reduced to 27 % in 2014 from 28 % in 2013 and the fluctuation in currency rates. Approximately $0.6 million of the estimated entrance tax was paid during 2014 and $0.2 million was paid during first quarter of 2015, and approximately $0.1 million is estimated to be payable in the second quarter of 2015 and is presented as income taxes payable, while $1.3 million is presented as non-current deferred taxes payable.

Profit and loss from continuing operation before income taxes was taxable to Norway and significant components of current and deferred income tax expense attributable to income from continuing operations for the three months ended March 31, 2015 and 2014 as follows:

 

     Three Months Ended,
March 31,
 
(U.S. Dollars in thousands, except tax rate)    2015     2014  

Income before income taxes

   $ 7,189      $ 6,443   

Income tax expense

     (3     (19

Effective tax rate

     0     0

A valuation allowance for deferred tax assets is recorded when it is more likely than not that some of or all of the benefit from the deferred tax assets will not be realized. The valuation allowances relate to the financial loss carry forwards and other deferred tax assets for tonnage tax that, in the judgment of the Partnership, are more-likely-than not to be realized reflecting the Partnership’s cumulative loss position for tonnage tax. In assessing the realizability of deferred tax assets, the Partnership considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized taking into account all the positive and negative evidence available, and there are no deferred tax assets recognized as of March 31, 2015 and December 31, 2014.

 

14


Table of Contents

8) Related Party Transactions

(a) Related Parties

Net expenses (income) from related parties included in the unaudited condensed consolidated and combined carve-out statements of operations for the three months ended March 31, 2015 and 2014 are as follows:

 

     Three Months Ended
March 31,
 
(U.S. Dollars in thousands)    2015      2014  

Statements of operations:

     

Time charter and bareboat revenues:

     

Charter revenues from KNOT (1)

   $ 5,178       $ —    

Operating expenses:

     

Technical and operational management fee from KNOT to Vessels (2)

     584         329   

General and administrative expenses:

     

Administration fee from KNOT (3)

     187         161   

Administration fee from KOAS (3)

     84         107   

Administration fee from KOAS UK (3)

     37         37   

Administration and management fee from KNOT (4)

     35         22   

Accounting service fee from KNOT (5)

            25   

Finance income (expense):

     

Interest expense charged from KNOT (6)

     (146 )      (128 )
  

 

 

    

 

 

 

Total income (expenses)

$ 4,105    $ (809 )
  

 

 

    

 

 

 

 

(1) Charter revenue from KNOT : Pursuant to the Omnibus Agreement, KNOT agreed to guarantee the payments of the hire rate under the initial charters of each of the Bodil Knutsen and the Windsor Knutsen for a period of five years from the closing date of the IPO. BG Group, the charterer of the Windsor Knutsen , did not exercise its option to extend the Windsor Knutsen time charter after the expiration of its initial term, and on July 29, 2014 KNOT and the Partnership entered into a time charter for the vessel at a rate of hire that would have been in effect during the option period under the previous BG Group time charter. See Note 8(b)—Related Party Transactions—Guarantees and Indemnifications.
(2) Technical and operational management fee from KNOT to Vessels : KNOT provides technical and operational management of the vessels on time charter including crewing, purchasing, maintenance and other operational services. In addition, there is also a charge for 24-hour emergency response services provided by KNOT for all vessels managed by KNOT.
(3) Administration fee from KNOT and Knutsen OAS Shipping AS (“KOAS”) and Knutsen OAS (UK) Ltd. (“KOAS UK”) : Administration costs include the compensation and benefits of KNOT management and administrative staff as well as other general and administration expenses. Net administration costs are total administration cost plus a 5% margin, reduced for the total fees for services delivered by the administration staffs (the accounting service fees (see (5) below).
(4) Administration and management fee from KNOT: For bareboat charters, the shipowner is not responsible for providing crewing or other operational services and the customer is responsible for all vessel operating expenses and voyage expense. For the bareboat vessels the shipowner has administration and management agreement with KNOT for general monitoring and follow up of the vessels.
(5) Accounting service fee from KNOT : KNOT invoiced each subsidiary a fixed fee for the preparation of the statutory financial statements.
(6) Interest expense charged from KNOT : KNOT invoiced interest (expense) income for any outstanding payables to (receivable from) owners and affiliates to the vessel-owning subsidiaries.

(b) Guarantees and Indemnifications

Pursuant to the Omnibus Agreement, KNOT agreed to guarantee the payments of the hire rate under the initial charters of each of the Bodil Knutsen and the Windsor Knutsen for a period of five years from the closing date of the IPO.

In April 2014, the Partnership was notified that BG Group would not exercise its option to extend the Windsor Knutsen time charter after the expiration of its initial term. The vessel was re-delivered on July 28, 2014. In order to comply with its obligations under the Omnibus Agreement, on July 29, 2014, KNOT and the Partnership entered into a time charter for the vessel at a rate of hire that would have been in effect during the option period under the previous BG Group time charter. This charter will be effective until the new BG Group time charter commences in the fourth quarter of 2015.

Under the Omnibus Agreement, KNOT has agreed to indemnify the Partnership until April 15, 2018, against certain environmental and toxic tort liabilities with respect to certain assets that KNOT contributed or sold to the Partnership to the extent arising prior to the time they were contributed or sold. However, claims are subject to a deductible of $0.5 million and an aggregate cap of $5 million.

In addition, pursuant to the Omnibus Agreement, KNOT agreed to indemnify the Partnership for any defects in title to certain assets contributed or sold to the Partnership and any failure to obtain, prior to April 15, 2013, certain consents and permits necessary to conduct the Partnership’s business, which liabilities arise within three years after the closing of the IPO on April 15, 2013.

(c) Transactions with Management and Directors

See Note 8(a) for a discussion of the allocation principles for KNOT’s administrative costs, including management and administrative staff, included in the consolidated and combined carve-out statements of operations.

 

15


Table of Contents

(d) Amounts Due from (to) Related Parties

Balances with related parties consisted of the following:

 

(U.S. Dollars in thousands)    At March 31,
2015
     At December 31,
2014
 

Balance Sheets:

     

Trading balances due from KOAS

   $ —        $ 77   

Trading balances due from KNOT and affiliates

     172         53   

Trading balances due from TSSI and affiliates

     1         —    
  

 

 

    

 

 

 

Amount due from related parties

$ 173    $ 130   
  

 

 

    

 

 

 

Trading balances due to KOAS

$ 344    $ 423   

Trading balances due to KNOT and affiliates

  56      205   

Trading balances due to TSSI

  1      —    
  

 

 

    

 

 

 

Amount due to related parties

$ 401    $ 628   
  

 

 

    

 

 

 

Amounts due from (to) related parties are unsecured and intended to be settled in the ordinary course of business. They primarily relate to vessel management and other fees due to KNOT and KOAS.

(e) Trade accounts payables

Trade accounts payables to related parties are included in total trade accounts payables in the balance sheet. The balances to related parties consisted of the following:

 

(U.S. Dollars in thousands)    At March 31,
2015
     At December 31,
2014
 

Balance Sheets:

     

Trading balances due to KOAS

   $ 146       $ 792   

Trading balances due to KNOT and affiliates

     190         241   
  

 

 

    

 

 

 

Trade accounts payables to related parties

$ 336    $ 1,033   
  

 

 

    

 

 

 

9) Commitments and Contingencies

Assets Pledged

As of March 31, 2015 and December 31, 2014, Vessels with a book value of $1,010 million and $1,022 million, respectively, were pledged as security held as guarantee for the Partnership’s long-term debt and interest rate swap obligations. See Note 4 —Derivative Instruments and Note 6 —Long-Term Debt.

Claims and Legal Proceedings

From time to time, the Partnership is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the consolidated and combined carve-out financial position, results of operations or cash flows.

Insurance

The Partnership maintains insurance on all the Vessels to insure against marine and war risks, which include damage to or total loss of the Vessels, subject to deductible amounts that average $0.150 million per Vessel, and loss of hire.

Under the loss of hire policies, the insurer will pay a compensation for the lost hire rate agreed in respect of each Vessel for each day, in excess of 14 deductible days, for the time that the Vessel is out of service as a result of damage, for a maximum of 180 days. In addition, the Partnership maintains protection and indemnity insurance, which covers third-party legal liabilities arising in connection with the Vessels’ activities, including, among other things, the injury or death of third-party persons, loss or damage to cargo, claims arising from collisions with other vessels and other damage to other third-party property, including pollution arising from oil or other substances. This insurance is unlimited, except for pollution, which is limited to $1 billion per vessel per incident. The protection and indemnity insurance is maintained through a protection and indemnity association, and as a member of the association, the Partnership may be required to pay amounts above budgeted premiums if the member claims exceed association reserves, subject to certain reinsured amounts. If the Partnership experiences multiple claims each with individual deductibles, losses due to risks that are not insured or claims for insured risks that are not paid, it could have a material adverse effect on the Partnership’s results of operations and financial condition.

 

16


Table of Contents

10) Earnings per Unit and Cash Distributions

The calculations of basic and diluted earnings per unit (1) are presented below:

 

     Three Months Ended
March 31,
 
(U.S. Dollars in thousands)    2015      2014  

Post IPO net income attributable to the partners of KNOT Offshore Partners LP

     7,186         6,424   

Less: Distribution paid (2)

     12,053         7,616   

Under (over) distributed earnings

   $ (4,867    $ (1,192

Under (over) distributed earnings attributable to:

     

Common unitholders

     (2,944 )      (584

Subordinated unitholders

     (1,826 )      (584

General Partner

     (97 )      (24

Weighted average units outstanding (basic and diluted) (in thousands):

     

Common unitholders

     13,808         8,568   

Subordinated unitholders

     8,568         8,568   

General Partner

     457         350   

Earnings per unit (basic and diluted):

     

Common unitholders

     0.297         0.367   

Subordinated unitholders (3)

     0.345         0.368   

General Partner

     0.297         0.367   

Cash distributions declared and paid in the period per unit (4)

     0.490         0.435   

Subsequent event: Cash distributions declared and paid per unit relating to the period (5)

     0.510         0.435   

 

(1) Earnings per unit have been calculated in accordance with the cash distribution provisions set forth in the Partnership’s Partnership Agreement.
(2) This refers to distributions made or to be made in relation to the period irrespective of the declaration and payment dates and based on the number of units outstanding at the record date. This includes cash distributions to the IDR holder (KNOT) for the three months ended March 31, 2015 and 2014 of $0.4 million and of $0.0 million, respectively.
(3) This includes the net income attributable to the IDR holder. The IDRs generally may not be transferred by KNOT until March 31, 2018. The net income attributable to IDRs for the three months ended March 31, 2015 and 2014 is $0.4 million and $0.0 million, respectively.
(4) Refers to cash distributions declared and paid during the period.
(5) Refers to cash distributions declared and paid subsequent to the period end.

As of March 31, 2015, 60.5% of the Partnership’s total number of units outstanding representing limited partner interests were held by the public (in the form of 13,807,500 common units, representing 100% of the Partnership’s common units) and 37.5% of such units were held by KNOT (in the form of 8,567,500 subordinated units, representing 100% of the Partnership’s subordinated units). In addition, KNOT, through its ownership of the General Partner, held the 2% general partner interest (in the form of 456,633 general partner units).

Earnings per unit are determined by dividing net income by the weighted-average number of units outstanding during the applicable period. The General Partner’s, common unitholders’ and subordinated unitholders’ interest in net income are calculated as if all net income was distributed according to the terms of the Partnership Agreement, regardless of whether those earnings would or could be distributed. The Partnership Agreement does not provide for the distribution of net income. Rather, it provides for the distribution of available cash, which is a contractually defined term that generally means all cash on hand at the end of each quarter less the amount of cash reserves established by the Partnership’s board of directors to provide for the proper conduct of the Partnership’s business, including reserves for maintenance and replacement capital expenditures and anticipated capital requirements. In addition, KNOT, as the initial holder of all IDRs, has the right, at the time when there are no subordinated units outstanding and it has received incentive distributions at the highest level to which it is entitled (48.0% for each of the prior four consecutive fiscal quarters), to reset the initial cash target distribution levels at higher levels based on the distribution at the time of the exercise of the reset election. Unlike available cash, net income is affected by non-cash items, such as depreciation and amortization, unrealized gains and losses on derivative instruments and unrealized foreign currency gains and losses.

Under the Partnership Agreement, during the subordination period, the common units will have the right to receive distributions of available cash from operating surplus in an amount equal to the minimum quarterly distribution of $0.375 per unit per quarter, plus arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units.

Distributions of available cash from operating surplus will be made in the following manner for any quarter during the subordination period:

 

    first , 98.0% to the common unitholders, pro rata, and 2.0% to the General Partner, until each outstanding common unit has received a minimum quarterly distribution of $0.375;

 

    second , 98.0% to the common unitholders, pro rata, and 2.0% to the General Partner, until each outstanding common unit has received an amount equal to any arrearages in payment of the minimum quarterly distribution on the common units for prior quarters during the subordination period; and

 

17


Table of Contents
    third , 98.0% to the subordinated unitholders, pro rata, and 2.0% to the General Partner until each subordinated unit has received a minimum quarterly distribution of $0.375.

In addition, KNOT currently holds all of the IDRs in the Partnership. IDRs represent the rights to receive an increasing percentage of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved.

If for any quarter:

 

    the Partnership has distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; and

 

    the Partnership has distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution.

then, the Partnership will distribute any additional available cash from operating surplus for that quarter among the unitholders and the General Partner in the following manner:

 

    first , 98.0% to all unitholders, pro rata, and 2.0% to the General Partner, until each unitholder receives a total of $0.43125 per unit for that quarter (the “first target distribution”);

 

    second , 85.0% to all unitholders, pro rata, 2.0% to the General Partner and 13.0% to the holders of the IDRs, pro rata, until each unitholder receives a total of $0.46875 per unit for that quarter (the “second target distribution”);

 

    third , 75.0% to all unitholders, pro rata, 2.0% to the General Partner and 23.0% to the holders of the IDRs, pro rata, until each unitholder receives a total of $0.5625 per unit for that quarter (the “third target distribution”); and

 

    thereafter , 50.0% to all unitholders, pro rata, 2.0% to the General Partner and 48.0% to the holders of the IDRs, pro rata.

In each case, the amount of the target distribution set forth above is exclusive of any distributions to common unitholders to eliminate any cumulative arrearages in payment of the minimum quarterly distribution. The percentage interests set forth above assume that the General Partner maintains its 2.0% general partner interest and that the Partnership does not issue additional classes of equity securities.

11) Equity Offerings

On June 27, 2014, the Partnership completed the sale of 4,600,000 common units, representing limited partner interests, in an underwritten public offering. In connection with the offering, the Partnership granted the underwriters a 30-day option to purchase an additional 690,000 common units. In connection with this closing, General Partner contributed $2.7 million in order to maintain its 2% general partner interest in the Partnership.

In connection with the partial exercises by the underwriters of their option to purchase additional common units, on July 14, 2014 and July 24, 2014, the Partnership issued and sold 150,000 common units and 490,000 common units, respectively, and the General Partner made an additional $0.4 million aggregate capital contribution to the Partnership in order to maintain its 2% general partner interest in the Partnership. The Partnership’s total net proceeds from the public offering and the related General Partner’s contribution were $146.7 million. Following this offering, KNOT’s ownership interest in the Partnership (including the General Partner’s interest) was 39.5%.

The Partnership used the net proceeds from the offering and related capital contribution by the General Partner to fund the cash portion of the purchase prices of the Hilda Knutsen and the Torill Knutsen and for general partnership purposes.

The following table shows the movement in the number of common units, subordinated units and general partner units from the time of the IPO until March 31, 2015.

 

(in units)    Common Units      Subordinated Units      General Partner Units  

April 2013, Initial Public Offering (IPO)

     8,567,500         8,567,500         349,694   

December 31, 2013

     8,567,500         8,567,500         349,694   

June 2014

     4,600,000         —          93,877   

July 2014

     640,000         —          13,062   

December 31, 2014

     13,807,500         8,567,500         456,633   

March 31, 2015

     13,807,500         8,567,500         456,633   

12) Subsequent Events

The Partnership has evaluated subsequent events from the balance sheet date through June 29, 2015, the date at which the unaudited condensed consolidated and combined carve-out financial statements were available to be issued, and determined that there are no other items to disclose, except as follows:

 

18


Table of Contents

On May 14, 2015, the Partnership paid a quarterly cash distribution of $0.51 per unit with respect to the quarter ended March 31, 2015. The aggregate amount of the paid distribution was $12.1 million.

On June 2, 2015, the Partnership completed the sale of 5,000,000 common units, representing limited partner interests, in an underwritten public offering (the “June 2015 Offering”). In connection with the June 2015 Offering, the General Partner contributed a total of $2.4 million in order to maintain its 2% general partner interest in the Partnership. The Partnership’s total net proceeds from the June 2015 Offering and the related General Partner’s contribution were $116.3 million. The Partnership used the net proceeds from the offering and related capital contribution by the General Partner to fund the cash portion of the purchase price of the Dan Sabia and to repay the $20.0 million revolving credit facility, the $12.0 million Seller’s Credit and $7.5 million of the Dan Sabia facility, as described below. The remainder of the net proceeds will be available for general partnership purposes.

On June 15, 2015, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, completed its acquisition of all of the interests in Knutsen Shuttle Tanker 21 AS, which owns and operates the Dan Sabia , from KNOT for a purchase price of $103.0 million, net of $64.5 million of outstanding indebtedness related to the vessel. The Partnership funded the cash portion of the purchase price with net proceeds from the June 2015 Offering.

On June 15, 2015 the Partnership repaid the $12.0 million Seller’s Credit and $7.5 million of the Dan Sabia facility with a portion of the net proceeds from the June 2015 Offering.

On June 23, 2015, the Partnership repaid the revolving credit facility of $20.0 million with a portion of the net proceeds from the June 2015 Offering.

 

19


Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, references in this report to the “Predecessor,” the “Partnership,” “we,” “our,” “us” or like terms, when used in a historical context (periods prior to April 15, 2013), refer to our predecessor for accounting purposes. References when used in the present tense or prospectively (after April 15, 2013), refer to KNOT Offshore Partners LP and its subsidiaries, also referred to as the “Partnership” or “we.” Those statements in this section that are not historical in nature should be deemed forward-looking statements that are inherently uncertain. See “Forward-Looking Statements” on page 30 for a discussion of the factors that could cause actual results to differ materially from those projected in these statements.

This section should be read in conjunction with our unaudited condensed consolidated and combined carve-out financial statements for the interim periods presented elsewhere in this report, as well as our historical consolidated and combined carve-out financial statements and notes thereto included in our Annual Report on Form 20-F for the year ended December 31,2014 (the “2014 20-F”). Under our Partnership Agreement, KNOT Offshore Partners GP LLC, the general partner of the Partnership (the “General Partner”), has irrevocably delegated to the Partnership’s board of directors the power to oversee and direct the operations of, and to manage and determine the strategies and policies of, the Partnership. During the period from the Partnership’s initial public offering (“IPO”) in April 2013 until the time of the Partnership’s first annual general meeting (“AGM”) on June 25, 2013, the General Partner retained the sole power to appoint, remove and replace all members of the Partnership’s board of directors. From the first AGM, four of the seven board members became electable by the common unitholders and accordingly, from this date, the General Partner no longer retains the power to control the Partnership’s board of directors and, hence, the Partnership. As a result, the Partnership is no longer considered to be under common control with Knutsen NYK Offshore Tankers AS (“KNOT”) and as a consequence, the Partnership will not account for any vessel acquisitions from KNOT as transfer of a business between entities under common control.

General

We are a limited partnership formed to own, operate and acquire offshore shuttle tankers under long-term charters, which we define as charters of five years or more. Our fleet of shuttle tankers has been contributed to us by KNOT or purchased by us from KNOT. KNOT is jointly owned by TS Shipping Invest AS, or TSSI, and Nippon Yusen Kaisha, or NYK. TSSI is controlled by our Chairman and is a private Norwegian company with ownership interests in shuttle tankers, LNG tankers and product/chemical tankers. NYK is a Japanese public company with a fleet of approximately 800 vessels, including bulk carriers, containerships, tankers and specialized vessels.

As of March 31, 2015, we have a modern fleet of eight shuttle tankers that operate under long-term charters with major oil and gas companies engaged in offshore production. We intend to operate our vessels under long-term charters with stable cash flows and to grow our position in the shuttle tanker market through acquisitions from KNOT and third parties. Pursuant to the Omnibus Agreement we have entered into with KNOT in connection with the IPO (the “Omnibus Agreement”); we have the right to purchase from KNOT any shuttle tankers operating under charters of five or more years. This right will continue throughout the entire term of the Omnibus Agreement.

Recent Developments

Dan Sabia Acquisition

On June 15, 2015, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, completed its acquisition of all of the interests in Knutsen Shuttle Tanker 21 AS, which owns and operates the Dan Sabia , from KNOT for a purchase price of $103.0 million, net of $64.5 million of outstanding indebtedness related to the vessel. The Partnership funded the cash portion of the purchase price with net proceeds from the June 2015 Offering described below.

Equity Offering

On June 2, 2015, the Partnership completed the sale of 5,000,000 common units, representing limited partner interests, in an underwritten public offering (the “June 2015 Offering”). In connection with the June 2015 Offering, the General Partner contributed a total of $2.4 million in order to maintain its 2% general partner interest in the Partnership. The Partnership’s total net proceeds from the June 2015 Offering and the related General Partner’s contribution were $116.3 million. The Partnership used the net proceeds from the offering and related capital contribution by the General Partner to fund the cash portion of the purchase price of the Dan Sabia and to repay the $20.0 million revolving credit facility, the $12.0 million Seller’s Credit related to the acquisition of the Dan Cisne and $7.5 million of the Dan Sabia facility. The remainder of the net proceeds will be available for general partnership purposes.

Windsor Knutsen Charter Amendment

In April 2014, the Partnership was notified that BG Group Plc (“BG Group”) would not exercise its option to extend the Windsor Knutsen time charter after the expiration of its initial term. In July 2014, the vessel was re-delivered. In June 2014, the Partnership entered into a new two-year time charter contract, which was subsequently amended in June 2015 (the “June 2015 Amendment”), with BG Group for the Windsor Knutsen that will commence in the fourth quarter of 2015. The June 2015 Amendment, among other things, provides that BG Group will have three more one-year extension options, in addition to its existing three one-year extension options (for a total of six one-year extension options), and reduces

 

20


Table of Contents

the time charter rate for the initial term of the charter by 3.4%. As a result of the June 2015 Amendment, the Partnership estimates that the next drydocking of the Windsor Knutsen will take place in the first half of 2017, instead of the previously estimated August or September of 2015. KNOT’s agreement to compensate the Partnership for any difference between the original time charter rate and the new time charter rate pursuant to the Omnibus Agreement will remain in effect until April 2018.

Cash Distributions

On February 13, 2015, we paid a quarterly cash distribution of $0.49 per unit with respect to the quarter ended December 31, 2014. This cash distribution amounted to $11.5 million.

On May 14, 2015, we paid a quarterly cash distribution of $0.51 per unit with respect to the quarter ended March 31, 2015. This cash distribution amounted to $12.1 million.

Changes in Board and Management

On May 7, 2015, John Costain resigned from our board of directors. On June 1, 2015, Mr. Costain became our Chief Executive Officer and Chief Financial Officer. On May 7, 2015, Simon Bird was appointed by the remaining elected directors to replace Mr. Costain as the Class III elected director to serve until the annual meeting of unitholders in 2016. On May 7, 2015, Mr. Edward Waryas was appointed chairman of the conflicts committee and Mr. Hans Petter Aas was appointed as a member of the conflicts committee. Mr. Aas was also appointed chairman of the audit committee and Mr. Waryas was appointed as a new member of the audit committee in addition to the existing member, Mr. Andrew Beveridge.

Mr. Simon Bird has served as the Chief Executive of Bristol Port Company since 2000. From 1997 to 1999, Mr. Bird served as Commercial Director at Mersey Docks & Harbour Company plc. From 1995 to 1997, he was Joint Managing Director and Executive Director at International Water Ltd. Prior to 1995, Mr. Bird held various positions at British Aerospace plc, Thorn EMI plc, Philips, the Royal Navy and Her Majesty’s Diplomatic Service. Mr. Bird is also a director of Bristol Bulk Company, the chairman of UK Major Ports Group, a vice chairman of Maritime UK and a member of the Strategic Advisory Group of the Royal Navy.

 

21


Table of Contents

Results of Operations

Three Months Ended March 31, 2015 Compared with the Three Months Ended March 31, 2014

 

     Three Months Ended
March 31,
               
(US $ in thousands)    2015      2014      Change      % Change  

Time charter and bareboat revenues

   $ 36,071       $ 21,766       $ 14,305         66 %

Other income

     149         8         141         1,763 %

Vessel operating expenses

     6,807         4,597         2,210         48 %

Depreciation

     11,400         6,780         4,620         68 %

General and administrative expenses

     1,068         1,043         25         2

Interest income

     1         1         —          —    

Interest expense

     (4,186 )      (2,713 )      (1,473 )      54

Other finance expense

     (20 )      (221 )      201         (91 )%

Realized and unrealized gain (loss) on derivative instruments

     (5,623 )      46         (5,669 )      (12,324 )%

Net gain (loss) on foreign currency transactions

     72         (24 )      96         (400 )% 

Income tax expense

     (3 )      (19 )      16         (84 )% 

Net income

     7,186         6,424         762         12 %

Time Charter and Bareboat Revenues: Time charter and bareboat revenues increased by $14.3 million to $36.1 million for the three months ended March 31, 2015 compared to $21.8 million for the same period in 2014. This was mainly due to increased time charter earnings from the Hilda Knutsen and Torill Knutsen being included in our results of operations from July 1, 2014 and the Dan Cisne being included in our results of operations from December 31, 2014.

Other income: Other income increased by $0.1 million during the three months ended March 31, 2015 compared to the three months ended March 31, 2014. This is mainly due to increased handling fee for reimbursed expenses against the charterer.

Vessel operating expenses: Vessel operating expenses for the three months ended March 31, 2015 were $6.8 million, an increase of $2.2 million from $4.6 million in the three months ended March 31, 2014. The increase was primarily due to an increase of $2.9 million due to the Hilda Knutsen and Torill Knutsen being included in our results of operations as of July 1, 2014, partially offset by decrease of $0.8 million due to lower operating expenses for the Windsor Knutsen and the Bodil Knutsen for the three months ended March 31, 2015 compared to the same period in 2014.

Depreciation: Depreciation expenses for the three months ended March 31, 2015 were $11.4 million, an increase of $4.6 million from $6.8 million in the three months ended March 31, 2014. This increase was mainly due to the Hilda Knutsen and the Torill Knutsen being included in our results of operations from July 1, 2014 and the Dan Cisne being included in our results of operations as of December 15, 2014.

General and administrative expenses: General and administrative expenses are not materially different during the three months ended March 31, 2015 and 2014.

Interest income: Interest income for the three months ended March 31, 2015 was $1,000 compared to $1,000 for the same period in 2014.

Interest expense: Interest expense for the three months ended March 31, 2015 was $4.2 million, an increase of $1.5 million from $2.7 million for the three months ended March 31, 2014. This is principally due to (i) increased interest expenses of $1.2 million due to increased indebtedness related to the acquisitions of the Hilda Knutsen and the Torill Knutsen on June 30, 2014; and (ii) increased interest expenses of $0.4 million due to increased indebtedness related to the acquisition of the Dan Cisne on December 15, 2015.

Other finance expense: Other finance expense decreased by $0.2 million during the three months ended March 31, 2015 compared to the three months ended March 31, 2014. This is mainly due to our payment during the three months ended March 31, 2014 of a guarantee commission of the outstanding amount under the Guarantee Institute for Export Credits guarantee related to the $120 million Bodil Knutsen credit facility, which was repaid in full in June 2014.

 

22


Table of Contents

Realized and unrealized gain (loss) on derivative instruments: Realized and unrealized loss on derivative instruments for the three months ended March 31, 2015 was $5.6 million, compared to a gain of $46,000 for the same period in 2014, as set forth in the table below:

 

     Three Months
Ended
March 31,
        
(US $ in thousands)    2015      2014      $ change  

Realized gain (loss)

        

Interest rate swap contracts

   $ (1,026    $ (554    $ (472 )

Foreign exchange forward contracts

     —          252         (252

Unrealized gain (loss)

        

Interest rate swap contracts

     (3,075 )      348         (3,422 )

Foreign exchange forward contracts

     (1,522 )      —          (1,523 )
  

 

 

    

 

 

    

 

 

 

Total realized and unrealized (loss) gain

$ (5,623 ) $ 46    $ (5,669 )
  

 

 

    

 

 

    

 

 

 

As of March 31, 2015, the total notional amount of the Partnership’s outstanding interest rate swap contracts that were entered into in order to hedge outstanding or forecasted debt obligations was $382.3 million. In addition to an increased notional amount, the increased net realized and unrealized loss on interest rate swap contracts was due to a decrease in long-term swaps rate during the three months ended March 31, 2015. As of March 31, 2015, we had entered into foreign exchange forward contracts, selling a total notional amount of $20.0 million against NOK at an average exchange rate of NOK 6.395 per 1.0 U.S. Dollar, which are economic hedges for certain vessel operating expenses and general expenses in NOK. For the three months ended March 31, 2015, the NOK had weakened further against the U.S. Dollar resulting in an unrealized loss on the foreign exchange forward contracts.

Net gain (loss) on foreign currency transactions: Net gain on foreign currency transactions for the three months ended March 31, 2015 was $72,000 compared with a net loss of $24,000 for the same period in 2014.

Income tax benefit: Income tax expense for the three months ended March 31, 2015 was estimated to be $3,000, and is related to UK income tax. All Norwegian subsidiaries and their operations are subject to the tonnage tax regime and at March 31, 2015 their tax base was negative. Income tax expense for the three months ended March 31, 2014 was estimated to be $19,000 and related to net finance income in Norwegian kroner in Norwegian subsidiaries.

Net income: As a result of the foregoing, we earned net income of $7.2 million for the three months ended March 31, 2015 compared to net income of $6.4 million for the same period in 2014.

Liquidity and Capital Resources

Liquidity and Cash Needs

We operate in a capital-intensive industry, and we expect to finance the purchase of additional vessels and other capital expenditures through a combination of borrowings from commercial banks, cash generated from operations and debt and equity financings. In addition to paying distributions, our other liquidity requirements relate to servicing our debt, funding investments (including the equity portion of investments in vessels), funding working capital and maintaining cash reserves against fluctuations in operating cash flows. We believe our current resources are sufficient to meet our working capital requirements for our current business. Generally, our long-term sources of funds are cash from operations, long-term bank borrowings and other debt and equity financings. Because we will distribute our available cash, we expect that we will rely upon external financing sources, including bank borrowings and the issuance of debt and equity securities, to fund acquisitions and other expansion capital expenditures.

Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate liquidity. Cash and cash equivalents are held primarily in U.S. Dollars with some balances held in NOK, British Pounds and Euros. We may make use of derivative instruments for interest rate and currency risk management purposes, and we expect to economically hedge our exposure to interest rate fluctuations in the future by entering into interest rate swap contracts.

We estimate that we will spend in total approximately $15.3 million for drydocking and classification surveys for the five time charter vessels in our fleet in 2016, 2017 and 2018. As our fleet matures and expands, our drydocking expenses will likely increase. Ongoing costs for compliance with environmental regulations are primarily included as part of our drydocking and society classification survey costs or are a component of our vessel operating expenses. We are not aware of any regulatory changes or environmental liabilities that we anticipate will have a material impact on our current or future operations. There will be further costs related to voyages to and from the dry-docking yard that will depend on actual deviation from the vessel’s ordinary trading area to dry-docking yard.

As of March 31, 2015, our current liabilities exceeded current assets by $23.3 million. Included within current liabilities are mark-to-market valuations of derivative instruments representing $9.0 million of these liabilities, and included within current assets are mark-to-market valuations of swap derivative instrument representing $0.4 million of these assets. We currently have no intention of terminating these swap derivative instruments and foreign currency contracts and hence realizing these liabilities.

 

23


Table of Contents

As March 31, 2015, our current cash and cash equivalents were $32.7 million. In June 2014, we established a $20 million revolving credit facility as part of our $240 million senior secured loan facility. The revolving credit facility is available until June 2019. As of March 31, 2015, the revolving credit facility was fully drawn. On June 23, 2015, the revolving credit facility was repaid in full.

On February 13, 2015, we paid a quarterly cash distribution of $0.49 per unit with respect to the quarter ended December 31, 2014. This cash distribution amounted to $11.5 million.

On May 14, 2015, we paid a quarterly cash distribution of $0.51 per unit with respect to the quarter ended March 31, 2015. This cash distribution amounted to $12.1 million.

We believe that our current resources are sufficient to meet our working capital requirements for our current business for at least the next twelve months.

Cash Flows

The following table summarizes our net cash flows from operating, investing and financing activities and our cash and cash equivalents for the periods presented:

 

     Three Months Ended March 31,  
(US $ in thousands)    2015      2014  

Net cash provided by operating activities

   $ 22,131       $ 12,215   

Net cash provided by investing activities

     52         80   

Net cash used in financing activities

     (20,047 )      (15,748 )

Effect of exchange rate changes on cash

     (136 )      (45 )

Net increase in cash and cash equivalents

     2,000         (3,498 )

Cash and cash equivalents at beginning of period

     30,746         28,836   

Cash and cash equivalents at end of period

     32,746         25,338   

Net cash provided by operating activities

Net cash provided by operating activities increased by $9.9 million to $22.1 million for the three months ended March 31, 2015 compared to $12.2 million for the same period in 2014. This was mainly due to higher earnings through the contributions from (i) the Hilda Knutsen and the Torill Knutsen being included in our results of operation as of July 1, 2014 and (ii) the Dan Cisne being included in our result of operations as of December 15, 2014.

Net cash provided by investing activities

Net cash provided by investing activities decreased by $28,000 to $52,000 for the three months ended March 31, 2015, compared to $80,000 for the same period in 2014.

Net cash used in financing activities

Net cash used in financing activities during the three months ended March 31, 2015 of $20.0 million mainly related to the repayment of long-term debt of $8.6 million and payment of cash distributions during the period of $11.5 million.

Net cash used in financing activities during the three months ended March 31, 2014 of $15.7 million mainly related to the repayment of long-term debt of $7.4 million, the payment of cash distributions during the period of $7.6 million and a change in restricted cash of $1.0 million.

 

24


Table of Contents

Borrowing Activities

Long-Term Debt

As of March 31, 2015 and December 31, 2014, the Partnership had the following debt amounts outstanding:

 

          March 31,      December 31,  
(U.S. Dollars in thousands)    Vessel    2015      2014  

$220 million loan facility

   Windsor Knutsen, Bodil Knutsen,

Carmen Knutsen

   $ 208,214       $ 212,142   

$20 million revolving credit facility

   Windsor Knutsen, Bodil Knutsen,

Carmen Knutsen

     20,000         20,000   

$140 million loan facility

   Fortaleza Knutsen & Recife Knutsen      133,438         135,625   

$160 million loan facility

   Fortaleza Knutsen & Recife Knutsen      —           —     

$120 million loan facility

   Bodil Knutsen      —          —     

$85 million loan facility

   Windsor Knutsen      —           —     

$93 million loan facility

   Carmen Knutsen      —           —     

$117 million loan facility

   Hilda Knutsen      85,492         86,724   

$117 million loan facility

   Torill Knutsen      86,728         87,960   

$58.8 million loan facility

   Dan Cisne      58,770         58,770   

$12.0 million Seller’s Credit

        12,000         12,000   
     

 

 

    

 

 

 

Total long-term debt

  604,642      613,221   
     

 

 

    

 

 

 

Less current installments

  38,718      38,718   

Less $12.0 million Seller’s Credit

  12,000      12,000   

Long-term debt, excluding current installments and Seller’s Credit

$ 553,924    $ 562,503   
     

 

 

    

 

 

 

The total outstanding debt as of March 31, 2015 is repayable as follows:

 

(US $ in thousands)    Period
repayment
     Balloon
repayment
 

Remainder of 2015

   $ 30,139       $ —     

2016

     39,018         —     

2017

     39,318         —     

2018

     38,387         136,500   

2019

     18,132         269,678   

2020 and thereafter

     27,000         6,470   
  

 

 

    

 

 

 

Total

$ 191,994    $ 412,648   
  

 

 

    

 

 

 

As of March 31, 2015, the interest rates on our loan agreements were LIBOR plus a fixed margin ranging from 2.125% to 4.5%.

 

25


Table of Contents

$240 Million Secured Loan Facility

In June 2014, the Partnership’s subsidiaries KNOT Shuttle Tankers 18 AS, KNOT Shuttle Tankers 17 AS and Knutsen Shuttle Tankers 13 AS entered into a senior syndicate secured loan facility in an aggregate amount of $240 million (the “Senior Secured Loan Facility”) to repay existing debt under previous loan facilities and a $10.5 million seller’s credit from KNOT. The Senior Secured Loan Facility consists of (i) a $220 million term loan (the “Term Loan Facility”) and (ii) a $20 million revolving credit facility (the “Revolving Credit Facility”).

The Revolving Credit Facility terminates in June 2019, and bears interest at LIBOR plus a fixed margin of 2.125%, and has a commitment fee equal to 40% of the margin of the Revolving Credit Facility calculated on the daily undrawn portion of the Revolving Credit Facility. As March 31, 2015, the Revolving Credit Facility was fully drawn and the outstanding balance was $20.0 million. The outstanding balance on the Revolving Credit Facility was repaid on June 23, 2015 using a portion of the net proceeds from the June 2015 Offering.

The Term Loan Facility is repayable in quarterly instalments over five years with a final balloon payment due at maturity at June 2019. The Term Loan Facility bears interest at LIBOR plus a margin of 2.125%.

The Windsor Knutsen, the Bodil Knutsen and the Carmen Knutsen, assignments of earnings, charterparty contracts and insurance proceeds are pledged as collateral for the Senior Secured Loan Facility. The Senior Secured Loan Facility is guaranteed by the Partnership and KNOT Shuttle Tankers AS, and secured by vessel mortgages on the Windsor Knutsen, the Bodil Knutsen and the Carmen Knutsen .

The Senior Secured Loan Facility contains the following financial covenants:

 

    The aggregate market value of the Windsor Knutsen , Bodil Knutsen and Carmen Knutsen shall not be less than 110% of the outstanding balance under the Senior Secured Loan Facility for the first two years, 120% for the third and fourth years, and 125% thereafter;

 

    Positive working capital for the borrowers and the Partnership;

 

    Minimum liquidity of the Partnership of $16 million plus increments of $1 million for each additional vessel acquired by the Partnership and $1.5 million for each owned vessel with less than 12 months remaining tenor on its employment contract;

 

    Minimum book equity ratio for the Partnership of 30%; and

 

    Minimum EBITDA to interest ratio for the Partnership of 2.50.

The Senior Secured Loan Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including total loss or sale of a vessel and customary events of default. As of March 31, 2015, the borrowers and the Partnership were in compliance with all covenants under this facility.

$117 Million Hilda Loan Facility

The $117 million secured loan facility (the “Hilda Facility”) is repayable in quarterly installments over five years with a final balloon payment due at maturity in July 2018. The Hilda Facility bears interest at LIBOR plus a fixed margin of 2.5%. The facility is guaranteed by the Partnership and KNOT Shuttle Tankers AS and is secured by a vessel mortgage on the Hilda Knutsen . The Hilda Knutsen , assignments of earnings, charterparty contracts and insurance proceeds are pledged as collateral for the Hilda Facility. The Partnership and KNOT Shuttle Tankers AS are the sole guarantors. The Hilda Facility contains the following primary financial covenants:

 

    Market value of the Hilda Knutsen shall not be less than 110% of the outstanding balance under the Hilda Facility for the first two years, 120% for the third and fourth year, and 125% thereafter;

 

    Positive working capital of the borrower and the Partnership;

 

    Minimum liquidity of the Partnership of $16 million plus increments of $1 million for each additional vessel acquired by the Partnership and $1.5 million for each owned vessel with less than 12 months remaining tenor on its employment contract;

 

    Minimum book equity ratio for the Partnership of 30%; and

 

    Minimum EBITDA to interest ratio for the Partnership of 2.50.

The Hilda Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including total loss or sale of a vessel and customary events of default. As of March 31, 2015, the borrowers and the Partnership were in compliance with all covenants under this facility.

 

26


Table of Contents

$117 Million Torill Loan Facility

The $117 million secured loan facility (the “Torill Facility”) is repayable in quarterly installments over five years with a final balloon payment due at maturity in October 2018. The Torill Facility bears interest at LIBOR plus a fixed margin of 2.5%. The facility is guaranteed by the Partnership and KNOT Shuttle Tankers AS and is secured by a vessel mortgage on the Torill Knutsen. The Torill Knutsen , assignments of earnings, charterparty contracts and insurance proceeds are pledged as collateral for the Torill Facility. The Partnership and KNOT Shuttle Tankers AS are the sole guarantors. The Torill Facility contains the following primary financial covenants:

 

    Market value of the Torill Knutsen shall not be less than 110% of the outstanding balance under the Torill Facility for the first two years, 120% for the third and fourth year, and 125% thereafter;

 

    Positive working capital of the borrower and the Partnership;

 

    Minimum liquidity of the Partnership of $16 million plus increments of $1 million for each additional vessel acquired by the Partnership and $1.5 million for each owned vessel with less than 12 months remaining tenor on its employment contract;

 

    Minimum book equity ratio for the Partnership of 30%; and

 

    Minimum EBITDA to interest ratio for the Partnership of 2.50.

The Torill Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including total loss or sale of a vessel and customary events of default. As of March 31, 2015, the borrowers and the Partnership were in compliance with all covenants under this facility.

$140 Million Secured Loan Facility

In June 2014, the Partnership’s subsidiary Knutsen Shuttle Tankers XII KS entered into a senior syndicate secured loan facility in the amount of $140 million (the “New Fortaleza and Recife Facility”). The New Fortaleza and Recife Facility was drawn in November 2014 and replaced a $160 million secured loan facility previously secured by the Fortaleza Knutsen and the Recife Knutsen . The New Fortaleza and Recife Facility is repayable in quarterly installments over five years with a final balloon payment due at maturity at June 2019. The facility bears interest at LIBOR plus a margin of 2.125%. The Fortaleza Knutsen and the Recife Knutsen , assignments of earnings, charterparty contracts and insurance proceeds are pledged as collateral for the New Fortaleza and Recife Facility. The facility is guaranteed by the Partnership and KNOT Shuttle Tankers AS and is secured by vessel mortgages on the Fortaleza Knutsen and the Recife Knutsen .

The New Fortaleza and Recife Facility contains the following financial covenants:

 

    The aggregate market value of the Fortaleza Knutsen and Recife Knutsen shall not be less than 110% of the outstanding balance under the New Fortaleza and Recife Facility for the first two years, 120% for the third and fourth year, and 125% thereafter;

 

    Positive working capital of the borrower and the Partnership;

 

    Minimum liquidity of the Partnership of $16 million plus increments of $1 million for each additional vessel acquired by the Partnership and $1.5 million for each owned vessel with less than 12 months remaining tenor on its employment contract;

 

    Minimum book equity ratio for the Partnership of 30%; and

 

    Minimum EBITDA to interest ratio for the Partnership of 2.50.

The New Fortaleza and Recife Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including total loss or sale of a vessel and customary events of default. As of December 31, 2014, the guarantors were in compliance with all covenants under this facility. Due to negative mark-to-market value of foreign exchange forward contracts of $2.7 million as of December 31, 2014, the borrower was not in compliance with the positive working capital covenant, as the working capital included the negative mark-to-market value of foreign exchange forward contracts. As of March 31, 2015, the borrower and the Partnership were in compliance with all covenants under this facility.

$58.8 Million Secured Loan Facility

In April 2014, KNOT’s subsidiaries owning the Dan Cisne and Dan Sabia , as the borrowers, entered into a $172.5 million senior secured loan facility in connection with the purchase of the vessels from J. Lauritzen. In connection with the Partnership’s acquisition of KNOT Shuttle Tankers 20 AS, the company that owns the Dan Cisne , in December 2014, the $172.5 million senior secured loan facility was split into a tranche which is related to the Dan Cisne of $58.8 million (the “Dan Cisne Facility”). The Dan Cisne Facility is guaranteed by the Partnership and secured by a vessel mortgage on the Dan Cisne . The Dan Cisne Facility is repayable in semiannual instalments with a final balloon payment due at maturity at September 2023. The Dan Cisne Facility bears interest at LIBOR plus a margin of 2.4%. The Dan Cisne Facility contains the following financial covenants:

 

    Market value of the Dan Cisne shall not be less than 100% of the outstanding balance under the Dan Cisne Facility for the first three years, and 125% thereafter;

 

    Minimum liquidity of the Partnership of $16 million plus increments of $1 million for each additional vessel acquired by the Partnership and $1.5 million for each owned vessel with less than 12 months remaining tenor on its employment contract;

 

    Minimum book equity ratio for the Partnership of 30%.

 

27


Table of Contents

The facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including total loss or sale of a vessel and customary events of default. As of March 31, 2015, the borrower and the Partnership were in compliance with all covenants under this facility.

$12 Million Seller’s Credit

As part of financing for the purchase of the Dan Cisne, KNOT provided a $12.0 million seller’s credit (the “Seller’s Credit”), which was guaranteed by the Partnership, had a maturity date of December 2019 and bore interest at LIBOR plus a fixed margin of 4.5%. Accrued interest on the Seller’s Credit accumulated at the end of each six-month period and was capitalized. On June 15, 2015, the Partnership repaid the Seller’s Credit with a portion of the net proceeds from the June 2015 Offering.

Derivative Instruments and Hedging Activities

As of March 31, 2015, the Partnership has entered into various interest rate swap agreements effective until March, April, May, July and August, 2018 and September, 2023 for a total notional amount of $382.3 million to hedge against the interest rate risks of its variable-rate borrowings. Under the terms of the interest rate swap agreements, the Partnership will receive from the counterparty interest on the notional amount based on three or six month LIBOR and will pay to the counterparty a fixed rate. For the interest rate swap agreements above, the Partnership will pay to the counterparty a weighted average interest rate of 1.47%.

We enter into foreign exchange forward contracts in order to manage our exposure to the risk of movements in foreign currency exchange rate fluctuations. As of March 31, 2015, the total contract amount in foreign currency of our outstanding foreign exchange forward contracts that were entered into to economically hedge our outstanding future payments in currencies other than the U.S. Dollar was NOK 127.9 million.

We do not apply hedge accounting for derivative instruments. We do not speculate using derivative instruments.

Contractual Obligations

The following table summarizes our long-term contractual obligations as of March 31, 2015:

 

     Payments Due by Period  
( US $ in thousands)    Total      Less than
1 Year
     1-3 Years      4-5 Years      More than
5 Years
 

Long-term debt obligations (including interest)(1)

   $ 681,143       $ 58,711       $ 115,068       $ 470,701       $ 36,663   

Total

   $ 681,143       $ 58,711       $ 115,068       $ 470,701       $ 36,663   

 

(1) The long-term debt obligations have been calculated assuming interest rates based on the 6-month LIBOR as of March 31, 2015, plus the applicable margin for all periods presented.

Off-Balance Sheet Arrangements

Currently, we do not have any off-balance sheet arrangements.

Critical Accounting Estimates

The preparation of the unaudited condensed consolidated and combined carve-out interim financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures about contingent assets and liabilities. We base these estimates and assumptions on historical experience and on various other information and assumptions that we believe to be reasonable. Our critical accounting estimates are important to the portrayal of both our financial condition and results of operations and require us to make subjective or complex assumptions or estimates about matters that are uncertain. For a description of our material accounting policies that involve higher degree of judgment, please read Note 2 – Summary of Significant Accounting Policies of our consolidate and combined carve-out financial statement included in our 20-F dated March 25, 2014 filed with the SEC.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market risks, including interest rate, foreign currency exchange and concentration of credit risks. Historically, we have entered into certain derivative instruments and contracts to maintain the desired level of exposure arising from interest rate and certain foreign exchange risks. Our policy is to economically hedge our exposure to risks, where possible, within boundaries deemed appropriate by management.

 

28


Table of Contents

Interest Rate Risks

A portion of our debt obligations and surplus funds placed with financial institutions are subject to movements in interest rates. It is our policy to obtain the most favorable interest rates available without increasing our foreign currency exposure. In keeping with this, our surplus funds may in the future be placed in fixed deposits with reputable financial institutions which yield better returns than bank deposits. The deposits generally have short-term maturities so as to provide us with the flexibility to meet working capital and capital investments.

We have historically used interest rate swaps to manage our exposure to interest rate risks. Interest rate swaps were used to convert floating rate debt obligations based on LIBOR to a fixed rate in order to achieve an overall desired position of fixed and floating rate debt. The extent to which interest rate swaps are used is determined by reference to our net debt exposure and our views regarding future interest rates. Our interest rate swaps do not qualify for hedge accounting and movements in their fair values are reflected in the statement of operations under “gain/(loss) on derivative financial instruments.” Interest rate swap agreements that have a positive fair value are recorded as “Derivative assets,” while swaps with a negative fair value are recorded as “Derivative liabilities.”

As of March 31, 2015, our net exposure to floating interest rate fluctuations on its outstanding debt was approximately $189.6 million, based on total net interest bearing debt of approximately $604.6 million less the notional amount of our floating to fixed interest rate swaps of $382.3 million, and less cash and cash equivalents of $32.7 million.

A 1% change in short-term interest rates would result in an increase or decrease to our interest expense of approximately $1.9 million on an annual basis as of March 31, 2015.

Foreign Currency Fluctuation Risks

We and our subsidiaries utilize the U.S. Dollar as our functional and reporting currency because all of our revenues and the majority of our expenditures, including the majority of our investments in vessels and our financing transactions, are denominated in U.S. Dollars. We could, however, earn revenue in other currencies and we currently incur a portion of our expenses in other currencies. Therefore, there is a risk that currency fluctuations could have an adverse effect on the value of our cash flows.

Our foreign currency risk arises from:

 

    the measurement of monetary assets and liabilities denominated in foreign currencies converted to U.S. Dollars, with the resulting gain or loss recorded as “Foreign exchange gain/(loss);” and

 

    the impact of fluctuations in exchange rates on the reported amounts of our revenues, if any, and expenses that are denominated in foreign currencies.

As of March 31, 2015 we had entered into foreign exchange forward contracts, selling a total notional amount of $20.0 million against NOK at an average exchange rate of NOK 6.395 per 1.0 U.S. Dollar, which are economic hedges for certain vessel operating expenses and general expenses in NOK. We did not apply hedge accounting to our foreign exchange forward contracts.

Concentration of Credit Risk

The market for our services is the offshore oil transportation industry, and the customers consist primarily of major oil and gas companies, independent oil and gas producers and government-owned oil companies. As of March 31, 2015 and December 31, 2014, five customers accounted for substantially all of our revenues. Ongoing credit evaluations of our customers are performed and generally do not require collateral in our business agreements. Typically, under our time charters and bareboat charters, the customer pays for the month’s charter the first day of each month, which reduces our level of credit risk. Provisions for potential credit losses are maintained when necessary.

We have bank deposits that expose us to credit risk arising from possible default by the counterparty. We manage the risk by using credit-worthy financial institutions.

Retained Risk

For a description of our insurance coverage, including the risks retained by us related to our insurance policies, please read “Item 4. Information on the Partnership – Business Overview – Risk of Loss, Insurance and Risk Management” in our 2014 20-F.

 

29


Table of Contents

FORWARD-LOOKING STATEMENTS

This Report on Form 6-K contains certain forward-looking statements concerning future events and KNOT Offshore Partners LP’s (“KNOT Offshore Partners”) operations, performance and financial condition. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “project,” “will be,” “will continue,” “will likely result,” “plan,” “intend” or words or phrases of similar meanings. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond KNOT Offshore Partners’ control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to:

 

    market trends in the shuttle tanker or general tanker industries, including hire rates, factors affecting supply and demand, and opportunities for the profitable operations of shuttle tankers;

 

    KNOT’s and KNOT Offshore Partners’ ability to build shuttle tankers and the timing of the delivery and acceptance of any such vessels by their respective charterers;

 

    KNOT Offshore Partners’ ability to make or increase cash distributions on its units and the amount of any such distributions;

 

    KNOT Offshore Partners’ ability to integrate and realize the expected benefits from acquisitions;

 

    KNOT Offshore Partners’ anticipated growth strategies;

 

    the effect of a worldwide or regional economic slowdown;

 

    turmoil in the global financial markets;

 

    fluctuations in currencies and interest rates;

 

    fluctuations in the price of oil;

 

    general market conditions, including fluctuations in hire rates and vessel values;

 

    changes in KNOT Offshore Partners’ operating expenses, including drydocking and insurance costs and bunker prices;

 

    KNOT Offshore Partners’ future financial condition or results of operations and future revenues and expenses;

 

    the repayment of debt and settling of any interest rate swaps;

 

    KNOT Offshore Partners’ ability to make additional borrowings and to access debt and equity markets;

 

    planned capital expenditures and availability of capital resources to fund capital expenditures;

 

    KNOT Offshore Partners’ ability to maintain long-term relationships with major users of shuttle tonnage;

 

    KNOT Offshore Partners’ ability to leverage KNOT’s relationships and reputation in the shipping industry;

 

    KNOT Offshore Partners’ ability to purchase vessels from KNOT in the future;

 

    KNOT Offshore Partners’ continued ability to enter into long-term time charters;

 

    KNOT Offshore Partners’ ability to maximize the use of its vessels, including the re-deployment or disposition of vessels no longer under long-term time charter;

 

    the financial condition of KNOT Offshore Partners’ existing or future customers and their ability to fulfill their charter obligations;

 

    timely purchases and deliveries of newbuilds;

 

    future purchase prices of newbuilds and secondhand vessels;

 

    KNOT Offshore Partners’ ability to compete successfully for future chartering and newbuild opportunities;

 

    acceptance of a vessel by its charterer;

 

    termination dates and extensions of charters;

 

    the expected cost of, and KNOT Offshore Partners’ ability to comply with, governmental regulations, maritime self-regulatory organization standards, as well as standard regulations imposed by its charterers applicable to KNOT Offshore Partners’ business;

 

30


Table of Contents
    availability of skilled labor, vessel crews and management;

 

    KNOT Offshore Partners’ general and administrative expenses and its fees and expenses payable under the fleet management agreements and the management and administrative services agreement;

 

    the anticipated taxation of KNOT Offshore Partners and distributions to KNOT Offshore Partners’ unitholders;

 

    estimated future maintenance and replacement capital expenditures;

 

    KNOT Offshore Partners’ ability to retain key employees;

 

    customers’ increasing emphasis on environmental and safety concerns;

 

    potential liability from any pending or future litigation;

 

    potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists;

 

    future sales of KNOT Offshore Partners’ securities in the public market;

 

    KNOT Offshore Partners’ business strategy and other plans and objectives for future operations; and

 

    other factors listed from time to time in the reports and other documents that KNOT Offshore Partners files with the SEC.

All forward-looking statements included in this Report on Form 6-K are made only as of the date of this report. New factors emerge from time to time, and it is not possible for KNOT Offshore Partners to predict all of these factors. Further, KNOT Offshore Partners cannot assess the impact of each such factor on its business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. KNOT Offshore Partners does not intend to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in KNOT Offshore Partners’ expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.

 

31


Table of Contents

EXHIBITS

The following exhibits are filed as part of this report:

 

Exhibit
No.

  

Description

4.1    Letter Agreement, dated June 15, 2015, among Knutsen NYK Offshore Tankers AS, KNOT Offshore Partners LP, KNOT Shuttle Tankers 20 AS and Sumitomo Mitsui Banking Corporation Europe Limited, relating to the Accession Letter, dated December 15, 2014, among Knutsen NYK Offshore Tankers AS, KNOT Offshore Partners LP, KNOT Shuttle Tankers 20 AS and Sumitomo Mitsui Banking Corporation Europe Limited
4.2    Ship Management Agreement for the Dan Sabia , between KNOT Shuttle Tankers 21 AS and KNOT Management Denmark A/S, as amended

 

32


Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    KNOT OFFSHORE PARTNERS LP
Date: June 29, 2015 By: /s/ J OHN C OSTAIN
Name: John Costain
Title: Chief Executive Officer and Chief Financial Officer

 

33

Exhibit 4.1

 

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 June 2015

KNOT USD 172,500,000 Facility Agreement dated 3 April 2014 (the “Agreement”)

 

1. We refer to the Agreement and to the accession letter dated 15 December 2014 between the parties hereto (the “ Accession Letter ”). This is a side letter to the Accession Letter (the “ Side Letter ”), supplementing and amending (as applicable) the terms of the Accession Letter. Terms defined in the Agreement have the same meaning in this Side Letter unless given a different meaning in this Accession Letter.

 

2. Pursuant to the Accession Letter, KNOT Offshore Partners L. P. (“ KNOP ”) agreed 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. By this Side Letter, KNOP agrees to become a Replacement Guarantor also with respect to all amounts outstanding in respect of KNOT Shuttle Tanker 21 AS and the Vessel “Dan Sabia”, pursuant to Clause 28.2 ( KNOP as Replacement Guarantor ) of the Agreement, thereby guaranteeing, on a cross collateral basis, for all amounts outstanding under the Agreement and the other Finance Documents (including also, but not limited to, under the Hedging Agreements).

 

3. KNOP is a company duly incorporated under the laws of the Marshall Islands. 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: CFO/CEO

 

4. This Accession Letter is governed by Norwegian law and KNOP has appointed KNOT Shuttle Tanker 20 AS as its process agents in respect of this Accession Letter and the other Finance Documents.

 

Knutsen NYK Offshore Tankers AS

/s/ Bjørn Sande Urtegaard

Name: Bjørn Sande Urtegaard
Title: Attorney-in-fact


KNOT Offshore Partners L.P.

/s/ John A. Costain

Name: John A. Costain
Title: Chief Executive Officer
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 Tankers 20 AS

/s/ Bjørn Sande Urtegaard

Name: Bjørn Sande Urtegaard
Title: Attorney-in-fact

Exhibit 4.2

Printed by BIMCO’s idea

 

LOGO LOGO

SHIPMAN 2009

STANDARD SHIP MANAGEMENT AGREEMENT

 

PART I

LOGO 1. Place and date of Agreement 2.

Date of commencement of Agreement (Cls. 2 , 12 , 21 and 25 )

 

Copenhagen, May 13 th , 2014

 

     
3.

Owners (name, place of registered office and law of registry) ( Cl. 1 )

 

4.

Managers (name, place of registered office and law of registry) ( Cl. 1 )

 

(i)

Name: KNOT Shuttle Tankers 21 AS

 

(i) Name: KNOT Management Denmark A/S
(ii)

Place of registered office: c/o Knutsen NYK Offshore Tankers

 

(ii) Place of registered office:
(iii)

Law of registry: Norway

 

(iii) Law of registry: Denmark
5.

The Company (with reference to the ISM/ISPS Codes) (state name and IMO Unique Company Identification number. If the Company is a third party then also state registered office and principal place of business) (Cls. 1 and 9(c)(i) )

 

6.

Technical Management (state “yes” or “no” as agreed) ( Cl. 4 )

No

(i)

Name:

 

7.

Crew Management (state “yes” or “no” as agreed) ( Cl. 5(a) )

No

(ii)

IMO Unique Company Identification number:

 

 
(iii)

Place of registered office:

 

8.

Commercial Management (state “yes” or “no” as agreed) ( Cl. 6 )

Yes

(iv)

Principal place of business:

 

 
9.

Chartering Services period (only to be filled in if “yes” stated in Box 8 ) ( Cl.6(a) )

Yes

 

10. Crew Insurance arrangements (state “yes” or “no” as agreed)
(i)

Crew Insurances* ( Cl. 5(b) ): No

 

(ii)

Insurance for persons proceeding to sea onboard ( Cl. 5(b)(i) ): No

 

*only to apply if Crew Management ( Cl. 5(a) ) agreed (see Box 7 )

 

11.

Insurance arrangements (state “yes” or “no” as agreed) ( Cl. 7 )

No

12.

Optional Insurances (state optional insurance(s) as agreed, such as

piracy, kidnap and ransom, loss of hire and FD & D) ( CI. 10(a)(iv) )

 

13. Interest (state rate of interest to apply after due date to outstanding sums) ( Cl. 9(a) ) 14.

Annual management fee (state annual amount) ( Cl. 12(a) )

USD 289,721 (to be increased by 4 per cent annually, first increase on 1 January 2015)

 

15. Manager’s nominated account ( C1.12(a) ) 16.

Daily rate (state rate for days in excess of those agreed in budget) ( Cl. 12(c) )

 

17.

Lay-up period / number of months ( CI.12(d) )

 

18. Minimum contract period (state number of months) ( Cl. 21(a) ) 19.

Management fee on termination (state number of months to apply) ( Cl. 22(g) )

 

20. Severance Costs (state maximum amount) (Cl. 22(h)(ii)) 21.

Dispute Resolution (state alternative Cl. 23(a) , 23(b) or 23(c) ; if Cl. 23(c) place of arbitration must be stated) ( Cl. 23 )

Danish law, Danish arbitration

 

22. Notices (state full style contact details for serving notice and communication to the Owners) ( Cl. 24 ) 23.

Notices (state full style contact details for serving notice and communication to the Managers) ( Cl. 24 )

 

 

It is mutually agreed between the party stated in Box 3 and the party stated in Box 4 that this Agreement consisting of PART I and PART II as well as Annexes “A” (Details of Vessel or Vessels), “B” (Details of Crew), “C” (Budget), “D” (Associated Vessels) and “E” (Fee Schedule) 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”, “C”, “D” and “E” shall prevail over those of PART II to the extent of such conflict but no further.

 

Signature(s) (Owners)

 

Signature(s) (Managers)

/s/ Karl Gerhard Bråstein Dahl

 

/s/ Karl Gerhard Bråstein Dahl

 

Continued

This document is a computer generated SHIPMAN 2009 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.


Printed by BIMCO’s idea

 

LOGO

 

LOGO

ANNEX “A” (DETAILS OF VESSEL OR VESSELS)

TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT

CODE NAME: SHIPMAN 2009

 

Date of Agreement:

Name of Vessel(s): Costco Nantong Shipyard Hull No 266 (to be named Dan Sabia)

 

Particulars of Vessel(s):    
Type : Double Hull Shuttle Tanker
Year of built : 2012
Flag : DIS
Class : DNV
DWT : 59.000
Cargo gear : 3x1500 m3/h vertical single stage centrifugal pump elec. driven
Main engine type : 2-stoke low speed diesel, MAN B&W 6850MC-7
 

 

Continued

This document is a computer generated SHIPMAN 2009 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.


Printed by BIMCO’s idea

 

LOGO

 

LOGO

ANNEX “B” (DETAILS OF CREW)

TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT

CODE NAME: SHIPMAN 2009

 

Date of Agreement:

Details of Crew:

 

Number Rank Nationality
OFFICERS
1 Master (0IM) EU
1 Chief Officer (SDPO) EU
1 2nd Officer (SDPO) EU
1 2nd Officer (DPO) EU
1 2nd Officer (DPO) EU
0,5 2nd Officer (DPO)* EU
I Chief Engineer EU
1 2nd Engineer EU
1 3rd Engineer EU
1 4th Engineer PHIL
1 Electrician (DP) EU
Total officers onboard 10,5
* Supernumerary dual officer position
RATINGS
1 Bosun PHIL
1 Pumpman PHIL
1 AB PHIL
1 AB PHIL
1 OS PHIL
1 Motorman PHIL
1 Wiper PHIL
1 Fitter PHIL
1 Cook PHIL
1 MESSMAN PHIL
Total ratings onboard 10
TOTAL CREW 20,5 PERSONS ONBOARD
Numbers Rank Nationality
 

 

Continued

This document is a computer generated SHIPMAN 2009 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.


Printed by BIMCO’s idea

 

LOGO

 

LOGO

ANNEX “C” (BUDGET)

TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT

CODE NAME: SHIPMAN 2009

 

Date of Agreement:

Managers’ initial budget with effect from the commencement date of this Agreement (see Box 2 ):

TBA

 

 

Continued

This document is a computer generated SHIPMAN 2009 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.


Printed by BIMCO’s idea

 

LOGO

 

LOGO

ANNEX “D” (ASSOCIATED VESSELS)

TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT

CODE NAME: SHIPMAN 2009

 

NOTE: PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX “D” THEY WILL BE SUBJECT TO THE PROVISIONS OF SUB- CLAUSE 22(b)(i) OF THIS AGREEMENT.

Date of Agreement:

Details of Associated Vessels:

 

 

Continued

This document is a computer generated SHIPMAN 2009 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.


Printed by BIMCO’s idea

 

LOGO

 

LOGO

ANNEX “E” (FEE SCHEDULE)

TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT

CODE NAME: SHIPMAN 2009

 

 

 

Continued

This document is a computer generated SHIPMAN 2009 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 2009

Standard ship management agreement

 

 

SECTION 1 – Basis of the Agreement

 

 

1. Definitions   1   

In this Agreement save where the context otherwise requires, the following words and expressions shall have

  2   

the meanings hereby assigned to them:

  3   

“Company” (with reference to the ISM Code and the ISPS Code) means the organization identified in Box 5

  4   

or any replacement organization appointed by the Owners from time to time (see Sub- clauses 9(b)(i) or 9(c)

  5   

(ii) , whichever is applicable).

  6   

“Crew” means the personnel of the numbers, rank and nationality specified in Annex “B” hereto.

  7   

“Crew Insurances” means insurance of liabilities in respect of crew risks which shall include but not be limited

  8   

to death, permanent disability, sickness, injury, repatriation, shipwreck unemployment indemnity and loss

  9   

of personal effects (see Sub- clause 5(b) (Crew Insurances) and Clause 7 (Insurance Arrangements) and

  10   

Clause 10 (Insurance Policies) and Boxes 10 and 11 ).

  11   

“Crew Support Costs” means all expenses of a general nature which are not particularly referable to any

  12   

individual vessel for the time being managed by the Managers and which are incurred by the Managers for the

  13   

purpose of providing an efficient and economic management service and, without prejudice to the generality

  14   

of the foregoing, shall include the cost of crew standby pay, training schemes for officers and ratings, cadet

  15   

training schemes, sick pay, study pay, recruitment and interviews.

  16   

“Flag State” means the State whose flag the Vessel is flying.

  17   

“ISM Code” means the International Management Code for the Safe Operation of Ships and for Pollution

  18   

Prevention and any amendment thereto or substitution therefor.

  19   

“ISPS Code” means the International Code for the Security of Ships and Port Facilities and the relevant

  20   

amendments to Chapter XI of SOLAS and any amendment thereto or substitution therefor.

  21   

“Managers” means the party identified in Box 4 .

  22   

“Management Services” means the services specified in SECTION 2 - Services ( Clauses 4 through 7 ) as

  23   

indicated affirmatively in Boxes 6 through 8 , 10 and 11 , and all other functions performed by the Managers

  24   

under the terms of this Agreement.

  25   

“Owners” means the party identified in Box 3 .

  26   

“Severance Costs” means the costs which are legally required to be paid to the Crew as a result of the early

  27   

termination of any contracts for service on the Vessel.

  28   

“SMS” means the Safety Management System (as defined by the ISM Code).

  29   

“STCW 95” means the International Convention on Standards of Training, Certification and Watchkeeping

  30   

for Seafarers, 1978, as amended in 1995 and any amendment thereto or substitution therefor.

  31   

“Vessel’ means the vessel or vessels details of which are set out in Annex “A” attached hereto.

  32   
2. Commencement and Appointment   33   

With effect from the date stated in Box 2 for the commencement of the Management Services and continuing

  34   

unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers

  35   

hereby agree to act as the Managers of the Vessel in respect of the Management Services.

  36   
3. Authority of the Managers   37   

Subject to the terms and conditions herein provided, during the period of this Agreement the Managers shall

  38   

carry out the Management Services in respect of the Vessel as agents for and on behalf of the Owners. The

  39   

Managers shall have authority to take such actions as they may from time to time in their absolute discretion

  40   

consider to be necessary to enable them to perform the Management Services in accordance with sound

  41   

ship management practice, including but not limited to compliance with all relevant rules and regulations.

  42   

 

1


PART II

SHIPMAN 2009

Standard ship management agreement

 

 

SECTION 2 – Services

 

 

4. Technical Management   43   

(only applicable if agreed according to Box 6).

  44   

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

  45   

services:

  46   

(a) ensuring that the Vessel complies with the requirements of the law of the Flag State;

  47   

(b) ensuring compliance with the ISM Code;

  48   

(c) ensuring compliance with the ISPS Code;

  49   

(d) providing competent personnel to supervise the maintenance and general efficiency of the vessel;

  50   

(e) arranging and supervising dry dockings, repairs, alterations and the maintenance of the Vessel to the

  51   

standards agreed with the Owners provide that the Managers shall be entitled to incur the necessary

  52   

expenditure to ensure that the Vessel will comply with all requirements and recommendations of the

  53   

classification society, and with the law of the Flag State and of the places where the Vessel is required to

  54   

trade;

  55   

(f) arranging the supply of necessary stores, spares and lubricating oil;

  56   

(g) appointing surveyers and technical consultants as the Managers may consider form time to time to be

  57   

necessary;

  58   

(h) in accordance with the Owners’ instructions, supervising the sale and physical delivery of the Vessel

  59   

under the sale agreement. However services under this Sub-clause 4(h) shall not include negotiation of the

  60   

sale agreement or transfer of ownership of the Vessel;

  61   

(i) arranging for the supply of provisions unless provided by the Owners; and

  62   

(j) arranging for the sampling and testing of bunkers.

  63   
5. Crew Management and Crew Insurances   64   

(a) Crew Management

  65   

(only applicable if agreed according to Box 7)

  66   

The Managers shall provide suitably qualified Crew who shall comply with the requirements of STCW 95.

  67   

The provision of such crew management services includes, but is not limited to, the following services:

  68   

(i)       selecting, engaging and providing for the administration of the Crew, including, as applicable, payroll

  69   

arrangements, pension arrangements, tax, social security contributions and other mandatory dues related

  70   

to their employment payable in each Crew member’s country of domicile;

  71   

(ii)      ensuring that the applicable requirements of the law of the Flag State in respect of rank, qualification

  72   

and certification of the Crew and employment regulations, such as Crew’s tax and social insurances, are

  73   

satisfied;

  74   

(iii)     ensuring that all Crew have passed a medical examination with a qualified doctor certifying that they are

  75   

fit for the duties for which they are engaged and are in possession of valid medical certificates issued in

  76   

accordance with appropriate Flag State requirements or such higher standard of medical examination

  77   

as may be agreed with the Owners. In the absence of applicable Flag State requirements the medical

  78   

certificate shall be valid at the time when the respective Crew member arrives on board the Vessel and

  79   

shall be maintained for the duration of the service on board the Vessel;

  80   

(iv)     ensuring that the Crew shall have a common working language and a command of the English language

  81   

of a sufficient standard to enable them to perform their duties safely;

  82   

(v)      arranging transportation of the Crew, including repatriation;

  83   

(vi)     training of the Crew;

  84   

 

2


PART II

SHIPMAN 2009

Standard ship management agreement

 

(vii)     conducting union negotiations; and

  85   

(viii)   if the Managers are the Company, ensuring that the Crew, on joining the Vessel, are given proper

  86   

familiarization with their duties in relation to the Vessel’s SMS and that instructions which are essential

  87   

to the SMS are identified, documented and given to the Crew prior to calling.

  88   

(ix)     if the Managers are not the Company:

  89   

(1)     ensuring that the Crew, before joining the Vessel, are given proper familiarisation with their duties

  90   

in relation to the ISM Code; and

  91   

(2)     instructing the Crew to obey all reasonable orders of the Company in connection with the operation

  92   

of the SMS.

  93   

(x)      Where Managers are not providing technical management services in accordance with Clause 4

  94   

(Technical Management):

  95   

(1)     ensuring that no person connected to the provision and the performance of the crew management

  96   

services shall proceed to sea on board the Vessel without the prior consent of the Owners (such consent)

  97   

not to be unreasonably withheld); and

  98   

(2)     ensuring that in the event that the Owners’ drug and alcohol policy requires measures to be taken

  99   

prior to the Crew joining the Vessel, implementing such measures;

  100   

(b) Crew Insurances

  101   

(only applicable if Sub-clause 5(a) applies and if agreed according to Box 10)

  102   

The Managers shall throughout the period of this Agreement provide the following services:

  103   

(i)       arranging Crew Insurances in accordance with the best practice of prudent managers of vessels of a

  104   

similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations.

  105   

insurance for any other persons proceeding to see onboard the Vessel may be separately agreed by

  106   

the Owners and the Managers (see Box 10);

  107   

(ii)      ensuring that the Owners are aware of the terms, conditions, exceptions and limits of liability of the

  108   

insurances in Sub-clause 5(b)(i);

  109   

(iii)     ensuring that all premiums or calls in respect of the insurances in Sub-clause 5(b)(i) are paid by their

  110   

due date;

  111   

(iv)     if obtainable at no additional cost, ensuring that insurance in Sub-clause 5(b)(i) name the Owners as

  112   

a joint assured with full cover and, unless otherwise agreed, on terms such that Owners shall be under

  113   

no liability in respect of premiums or calls arising in connection with such insurances.

  114   

(v)      providing written evidence, to the reasonable satisfaction of the Owners, of the Managers’ compliance with

  115   

their obligations under Sub-clauses 5(b)(ii), and 5(b)(iii) within a reasonable time of the commencement

  116   

of this Agreement, and of each renewal date and, if specifically requested, of each payment date of the

  117   

insurances in Sub-clause 5(b)(i).

  118   
6. Commercial Management   119   

(only applicable if agreed according to Box 8 ).

  120   

The Managers shall provide the following services for the Vessel in accordance with the Owners’ instructions,

  121   

which shall include but not be limited to:

  122   

(a) seeking and negotiating employment for the Vessel and the conclusion (including the execution thereof)

  123   

of charter parties or other contracts relating to the employment of the Vessel. If such a contrast exceeds the

  124   

period states in Box 9, consent thereto in writing shall first be obtained from the Owners;

  125   

(b) arranging for the provision of bunker fuels of the quality specified by the Owners as required for the

  126   

Vessel’s trade;

  127   

(c) voyage estimating and accounting and calculation of hire, freights, demurrage and/or despatch monies

  128   

due from or due to the charterers of the Vessel; assisting in the collection of any sums due to the Owners

  129   

related to the commercial operation of the Vessel in accordance with Clause 11 (Income Collected and

  130   

 

3


PART II

SHIPMAN 2009

Standard ship management agreement

 

Expenses Paid on Behalf of Owners);

  131   

If any of the services under Sub- clauses 6(a) , 6(b) and 6(c) are to be excluded from the Management Fee, remuneration

  132   

for these services must be stated in Annex E (Fee Schedule). See Sub- clause 12(e) .

  133   

(d) issuing voyage instructions;

  134   

(e) appointing agents;

  135   

(f) appointing stevedores; and

  136   

(g) arranging surveys associated with the commercial operation of the Vessel.

  137   
7. Insurance Arrangements   138   

(only applicable if agreed according to Box 11).

  139   

The Managers shall arrange insurances in accordance with Clause 10 (Insurance Policies), on such terms as

  140   

the Owners shall have instructed or agreed, in particular regarding conditions, insured values, deductibles,

  141   

franchises and limits of liability.

  142   

 

4


PART II

SHIPMAN 2009

Standard ship management agreement

 

 

SECTION 3 – Obligations

 

 

8. Managers’ Obligations   143   

(a) The Managers undertake to use their best endeavours to provide the Management Services as agents

  144   

for and on behalf of the Owners in accordance with sound ship management practice and to protect and

  145   

promote the interests of the Owners in all matters relating to the provision of services hereunder.

  146   

Provided however, that in the performance of their management responsibilities under this Agreement, the

  147   

Managers shall be entitled to have regard to their overall responsibility in relation to all vessels as may from

  148   

time to time be entrusted to their management and in particular, but without prejudice to the generality of

  149   

the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such

  150   

manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and

  151   

reasonable.

  152   

(b) Where the Managers are providing technical management services in accordance with Clause 4 (Technical

  153   

Management), they shall procure that the requirements of the Flag State are satisfied and they shall agree

  154   

to be appointed as the Company, assuming the responsibility for the operation of the Vessel and taking over

  155   

the duties and responsibilities imposed by the ISM Code and the ISPS Code, if applicable.

  156   
9. Owners’ Obligations   157   

(a) The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this

  158   

Agreement. In the event of payment after the due date of any outstanding sums the Manager shall be entitled

  159   

to charge interest at the rate stated in Box 13 .

  160   

(b) Where the Managers are providing technical management services in accordance with Clause 4 (Technical

  161   

Management), the Owners shall:

  162   

(i)       report (or where the Owners are not the registered owners of the Vessel procure that the registered

  163   

owners report) to the Flag State administration the details of the Managers as the Company as required

  164   

to comply with the ISM and ISPS Codes;

  165   

(ii)      procure that any officers and ratings supplied by them or on their behalf comply with the requirements

  166   

of STCW 95; and

  167   

(iii)     instruct such officers and ratings to obey all reasonable orders of the Managers (in their capacity as the

  168   

Company) in connection with the operation of the Managers’ safety management system.

  169   

(c) Where the Managers are not providing technical management services in accordance with Clause 4

  170   

(Technical Management), the Owners shall:

(i)      procure that the requirements of the Flag State are satisfied and notify the Managers upon execution of

  172   

this Agreement of the name and contact details of the organization that will be the Company by completing

  173   

Box 5 ;

  174   

(ii)     if the Company changes at any time during this Agreement, notify the Managers in a timely manner of

  175   

the name and contact details of the new organization;

  176   

(iii)    procure that the details of the Company, including any change thereof, are reported to the Flag State

  177   

administration as required to comply with the ISM and ISPS Codes. The Owners shall advise the Managers

  178   

in a timely manner when the Flag State administration has approved the Company; and

  179   

(iv)    unless otherwise agreed, arrange for the supply of provisions at their own expense.

  180   

(d) Where the Managers are providing crew management services in accordance with Sub-clause 5(a) the

  181   

Owners shall:

  182   

(i)       inform the Managers prior to ordering the Vessel to any excluded or additional premium area under

  183   

any of the Owners’ Insurance by reason of war risks and/or piracy or like perils and pay whatever

  184   

additional costs may property be incurred by the Managers as a consequence of such orders including,

  185   

if necessary, the costs of replacing any member of the Crew. Any delays resulting from negotiation

  186   

with or replacement of any member of the Crew as a result of the Vessel being ordered to such an area

  187   

 

5


PART II

SHIPMAN 2009

Standard ship management agreement

 

shall be for the Owners’ account. Should the Vessel be within an area which becomes an excluded or

  188   

additional premium area the above provisions relating to cost and delay shall apply;

  189   

(ii)      agree with the Managers prior to any change of flag of the Vessel and pay whatever additional costs

  190   

may properly be incurred by the Managers as a consequence of such change. If agreement cannot be

  191   

reached then either party may terminate this Agreement in accordance with Sub-clause 22(e); and

  192   

(iii)     provide, at no cost to the Managers, in accordance with the requirements of the law of the Flag State,

  193   

or higher standard, as mutually agreed, adequate Crew accommodation and living standards.

  194   

(e) Where the Managers are not the Company, the Owners shall ensure that Crew are property familiarized

  195   

with their duties in accordance with the Vessel’s SMS and that instructions which are essential to the SMS

  196   

are identified, documented and given to the Crew prior to sailing.

  197   

 

6


PART II

SHIPMAN 2009

Standard ship management agreement

 

 

SECTION 4 – Insurance. Budgets, Income, Expenses and Fees

 

 

10. Insurance Policies   198   

The Owners shall procure, whether by instructing the Managers under Clause 7 (Insurance Arrangements)

  199   

or otherwise, that throughout the period of this Agreement:

  200   

(a) at the Owners’ expense, the Vessel is insured for not less than its sound market value or entered for its

  201   

full gross tonnage, as the case may be for:

  202   

(i) hull and machinery marine risks (including but not limited to crew negligence) and excess liabilities;

  203   

(ii) protection and indemnity risks (including but not limited to pollution risks, diversion expenses and,

  204   

except to the extent insured separately by the Managers in accordance with Sub-clause 5(b)(i), Crew

  205   

Insurances);

  206   

NOTE: If the Managers are not providing crew management services under Sub- clause 5(a) (Crew

  207   

Management) or have agreed not to provide Crew Insurances separately in accordance with Sub-clause

  208   

5(b)(i) , then such insurances must be included in the protection and indemnity risks cover for the Vessel (see

  209   

Sub- clause 10(a)(ii) above).

  210   

(iii)    war risks (including but not limited to blocking and trapping, protection and indemnity, terrorism and crew

  211   

risks); and

  212   

(iv)    such optional insurances as may be agreed (such as piracy, kidnap and ransom, loss of hire and

  213   

FD & D) (see Box 12 )

  214   

Sub- clauses 10(a)(i) through 10(a)(iv) all in accordance with the best practice of prudent owners of vessels

  215   

of a similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations

  216   

(“the Owners’ Insurances”);

  217   

(b) all premiums and calls on the Owners’ Insurances are paid by their due date;

  218   

(c) the Owners’ Insurances name the Managers and, subject to underwriters’ agreement, any third party

  219   

designated by the Managers as a joint assured, with full cover. It is understood that in some cases, such as

  220   

protection and indemnity, the normal terms for such cover may impose on the Managers and any such third

  221   

party a liability in respect of premiums or calls arising in connection with the Owners’ Insurances.

  222   

If obtainable at no additional cost, however, the Owners shall procure such insurances on terms such that

  223   

neither the Managers nor any such third party shall be under any liability in respect of premiums or calls arising

  224   

in connection with the Owners’ Insurances. In any event, on termination of this Agreement in accordance

  225   

with Clause 21 (Duration of the Agreement) and Clause 22 (Termination), the Owners shall procure that the

  226   

Managers and any third party designated by the Managers as joint assured shall cease to be joint assured

  227   

and, if reasonably achievable, that they shall be released from any and all liability for premiums and calls

  228   

that may arise in relation to the period of this Agreement; and

  229   

(d) written evidence is provided, to the reasonable satisfaction of the Managers, of the Owners’ compliance

  230   

with their obligations under this Clause 10 within a reasonable time of the commencement of the Agreement,

  231   

and of each renewal date and, if specifically requested, of each payment date of the Owners’ Insurances.

  232   
11. Income Collected and Expenses Paid on Behalf of Owners   233   

(a) Except as provided in Sub- clause 11(c) all monies collected by the Managers under the terms of this

  234   

Agreement (other than monies payable by the Owners to the Managers) and any interest thereon shall be

  235   

held to the credit of the Owners in a separate bank account.

  236   

(b) All expenses incurred by the Managers under the terms of this Agreement on behalf of the Owners

  237   

(including expenses as provided in Clause 12(c) ) may be debited against the Owners in the account referred to

  238   

under Sub- clause 11(a) but shall in any event remain payable by the Owners to the Managers on demand.

  239   

(c) All monies collected by the Managers under Clause 6 (Commercial Management) shall be paid into a

  240   

bank account in the name of the Owners or as may be otherwise advised by the Owners in writing.

  241   
12. Management Fee and Expenses   242   

 

7


PART II

SHIPMAN 2009

Standard ship management agreement

 

(a) The Owners shall pay to the Managers an annual management fee as stated in Box 14 for their services

  243   

as Managers under this Agreement, which shall be payable in equal monthly instalments in advance, the first

  244   

instalment (pro rata if appropriate) being payable on the commencement of this Agreement (see Clause 2

  245   

(Commencement and Appointment) and Box 2 ) and subsequent instalments being payable at the beginning

  246   

of every calendar month. The management fee shall be payable to the Managers’ nominated account stated

  247   

in Box 15 .

  248   

(b) The management fee shall be subject to an annual review and the proposed fee shall be presented in

  249   

the annual budget in accordance with Sub- clause 13 (a).

  250   

(c) The Managers shall, at no extra cost to the Owners, provide their own office accommodation, office staff,

  251   

facilities and stationery. Without limiting the generality of this Clause 12 (Management Fee and Expenses) the

  252   

Owners shall reimburse the Managers for postage and communication expenses, travelling expenses, and

  253   

other out of pocket expenses properly incurred by the Managers in pursuance of the Management Services.

  254   

Any days used by the Managers’ personnel travelling to or from or attending on the Vessel or otherwise used

  255   

in connection with the Management Services in excess of those agreed in the budget shall be charged at

  256   

the daily rate stated in Box 16 .

  257   

(d) If the Owners decide to layup the Vessel and such layup lasts for more than the number of months

  258   

stated in Box 17 , an appropriate reduction of the Management Fee for the period exceeding such period

  259   

until one month before the Vessel is again put into service shall be mutually agreed between the parties. If

  260   

the Managers are providing crew management services in accordance with Sub- clause 5(a) , consequential

  261   

costs of reduction and reinstatement of the Crew shall be for the Owners’ account. If agreement cannot be

  262   

reached then either party may terminate this Agreement in accordance with Sub- clause 22(e) .

  263   

(e) Save as otherwise provided in this Agreement, all discounts and commissions obtained by the Managers

  264   

in the course of the performance of the Management Services shall be credited to the Owners.

  265   
13. Budgets and Management of Funds   266   

(a) The Managers’ initial budget is set out in Annex “C” hereto. Subsequent budgets shall be for twelve

  267   

month periods and shall be prepared by the Managers and presented to the Owners not less than three

  268   

months before the end of the budget year.

  269   

(b) The Owners shall state to the Managers in a timely manner, but in any event within one month of

  270   

presentation, whether or not they agree to each proposed annual budget. The parties shall negotiate in good

  271   

faith and if they fail to agree on the annual budget, including the management fee, either party may terminate

  272   

this Agreement in accordance with Sub- clause 22(e) .

  273   

(c) Following the agreement of the budget, the Managers shall prepare and present to the Owners their

  274   

estimate of the working capital requirement for the Vessel and shall each month request the Owners in writing

  275   

to pay the funds required to run the Vessel for the ensuing month, including the payment of any occasional or

  276   

extraordinary item of expenditure, such as emergency repair costs, additional insurance premiums, bunkers

  277   

or provisions. Such funds shall be received by the Managers within ten running days after the receipt by the

  278   

Owners of the Managers’ written request and shall be held to the credit of the Owners in a separate bank

  279   

account.

  280   

(d) The Managers shall at all times maintain and keep true and correct accounts in respect of the Management

  281   

Services in accordance with the relevant International Financial Reporting Standards or such other standard

  282   

as the parties may agree, including records of all costs and expenditure incurred, and produce a comparison

  283   

between budgeted and actual income and expenditure of the Vessel in such form and at such intervals as

  284   

shall be mutually agreed.

  285   

The Managers shall make such accounts available for inspection and auditing by the Owners and/or their

  286   

representatives in the Managers’ offices or by electronic means, provided reasonable notice is given by the

  287   

Owners.

  288   

(e) Notwithstanding anything contained herein, the Managers shall in no circumstances be required to use

  289   

or commit their own funds to finance the provision of the Management Services.

  290   

 

8


PART II

SHIPMAN 2009

Standard ship management agreement

 

 

SECTION 5 – Legal, General and Duration of Agreement

 

 

14. Trading Restrictions   291   

If the Managers are providing crew management services accordance with Sub- clause 5(a) (Crew

  292   

Management), the Owners and the Managers will, prior to the commencement of this Agreement, agree on any

  293   

trading restrictions to the Vessel that may result from the terms and conditions of the Crew’s employment

  294   
15. Replacement   295   

If the Managers are providing crew management services in accordance with Sub- clause 5(a) (Crew

  296   

Management), the Owners may require the replacement, at their own expense, at the next reasonable

  297   

opportunity, of any member of the Crew found on reasonable grounds to be unsuitable for service. If the

  298   

Managers have failed to fulfil their obligations in providing suitable qualified Crew within the meaning of Sub-

  299   

clause 5(a) (Crew Management), then such replacement shall be at the Managers’ expense.

  300   
16. Managers’ Right to Sub-Contract   301   

The Managers shall not have the right to subcontract any of their obligations hereunder without the prior written

  302   

consent of the Owners which shall not be unreasonably withheld . In the event of such a sub-contract the Managers

  303   

shall remain fully liable for the due performance of their obligations under this Agreement.

  304   
17. Responsibilities   305   

(a) Force Majeure

  306   

Neither party shall be liable for any loss, damage or delay due to any of the following force majeure events

  307   

and/or conditions to the extent that the party invoking force majeure is prevented or hindered from

  308   

performing any or all of their obligations under this Agreement, provided they have made all

  309   

reasonable efforts to avoid, minimize or prevent the effect of such events and/or conditions:

  310   

(i)      acts of God;

  311   

(ii)     any Government requisition, control, intervention, requirement or interference;

  312   

(iii)    any circumstances arising out of war, threatened act of war or warlike operations, acts of terrorism,

  313   

sabotage or piracy, or the consequences thereof;

  314   

(iv)    riots, civil commotion, blockades or embargoes;

  315   

(v)     epidemics;

  316   

(vi)    earthquakes, landslides, floods or other extraordinary weather conditions;

  317   

(vii)    strikes, lockouts or other industrial action, unless limited to the employees (which shall not include the

  318   

Crew) of the party seeking to invoke force majeure;

  319   

(viii)  fire, accident, explosion except where caused by negligence of the party seeking to invoke force majeure;

  320   

and

  321   

(ix)    any other similar cause beyond the reasonable control of either party.

  322   

(b) Liability to Owners

  323   

(i)      Without prejudice to Sub- clause 17(a) , the Managers shall be under no liability whatsoever to the Owners

  324   

for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but

  325   

not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and

  326   

howsoever arising in the course of performance of the Management Services UNLESS same is proved

  327   

to have resulted solely from the negligence, gross negligence or wilful default of the Managers or their

  328   

employees or agents, or sub-contractors employed by them in connection with the Vessel, in which case

  329   

(save where loss, damage, delay or expense has resulted from the Managers’ personal act or omission

  330   

committed with the intent to cause same or recklessly and with knowledge that such loss, damage,

  331   

delay or expense would probably result) the Managers’ liability for each incident or series of incidents

  332   

giving rise to a claim or claims shall never exceed a total of ten (10) times the annual management fee

  333   

payable hereunder.

  334   

(ii)     Acts or omissions of the Crew Notwithstanding anything that may appear to the contrary in this

  335   

 

9


PART II

SHIPMAN 2009

Standard ship management agreement

 

Agreement, the Managers shall not be liable for any acts or omissions of the Crew, even if such acts

  336   

or omissions are negligent, grossly negligent or wilful, except only to the extent that they are shown to

  337   

have resulted from a failure by the Managers to discharge their obligations under Clause 5(a) (Crew

  338   

Management), in which case their liability shall be limited in accordance with the terms of this Clause

  339   

17 (Responsibilities).

  340   

(c) Indemnity

  341   

Except to the extent and solely for the amount therein set out that the Managers would be liable under

  342   

Sub- clause 17(b) , the Owners hereby undertake to keep the Managers and their employees,

  343   

agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims,

  344   

demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or

  345   

suffered by them arising out of or in connection with the performance of this Agreement, and against and in

  346   

respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity

  347   

basis) which the Managers may suffer or incur (either directly or indirectly) in the course of the performance

  348   

of this Agreement.

  349   

(d) “Himalaya”

  350   

It is hereby expressly agreed that no employee or agent of the Managers (including every

  351   

sub-contractor from time to time employed by the Managers) shall in any circumstances whatsoever be

  352   

under any liability whatsoever to the Owners for any loss, damage or delay of whatsoever kind arising or

  353   

resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in

  354   

connection with his employment and, without prejudice to the generality of the foregoing provisions in this

  355   

Clause 17 (Responsibilities), every exemption, limitation, condition and liberty herein contained and every

  356   

right, exemption from liability, defence and immunity of whatsoever nature applicable to the Managers or to

  357   

which the Managers are entitled hereunder shall also be available and shall extend to protect every such

  358   

employee or agent of the Managers acting as aforesaid and for the purpose of all the foregoing provisions

  359   

of this Clause 17 (Responsibilities) the Managers are or shall be deemed to be acting as agent or trustee

  360   

on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time

  361   

(including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be

  362   

parties to this Agreement.

  363   

18. General Administration

  364   

(a) The Managers shall keep the Owners and, if appropriate, the Company informed in a timely manner of

  365   

any incident of which the Managers become aware which gives or may give rise to delay to the Vessel or

  366   

claims or disputes involving third parties.

  367   

(b) The Managers shall handle and settle all claims and disputes arising out of the Management Services

  368   

hereunder, unless the Owners instruct the Managers otherwise. The Managers shall keep the Owners

  369   

appropriately informed in a timely manner throughout the handling of such claims and disputes.

  370   

(c) The Owners may request the Managers to bring or defend other actions, suits or proceedings related

  371   

to the Management Services, on terms to be agreed.

  372   

(d) The Managers shall have power to obtain appropriate legal or technical or other outside expert advice in

  373   

relation to the handling and settlement of claims in relation to Sub- clauses 18(a) and 18(b) and disputes and

  374   

any other matters affecting the interests of the Owners in respect of the Vessel, unless the Owners instruct

  375   

the Managers otherwise.

  376   

(e) On giving reasonable notice, the Owners may request, and the Managers shall in a timely manner make

  377   

available, all documentation, information and records in respect of the matters covered by this Agreement

  378   

either related to mandatory rules or regulations or other obligations applying to the Owners in respect of

  379   

the Vessel (including but not limited to STCW 95, the ISM Code and ISPS Code) to the extent permitted by

  380   

relevant legislation.

  381   

On giving reasonable notice, the Managers may request, and the Owners shall in a timely manner make

  382   

available, all documentation, information and records reasonably required by the Managers to enable them

  383   

to perform the Management Services.

  384   

(f) The Owners shall arrange for the provision of any necessary guarantee bond or other security.

  385   

 

10


PART II

SHIPMAN 2009

Standard ship management agreement

 

(g) Any costs incurred by the Managers in carrying out their obligations according to this Clause 18 (General

  386   

Administration) shall be reimbursed by the Owners.

  387   
19. Inspection of Vessel   388   

The Owners may at any time after giving reasonable notice to the Managers inspect the Vessel for any reason

  389   

they consider necessary.

  390   
20. Compliance with Laws and Regulations   391   

The parties will not do or permit to be done anything which might cause any breach or infringement of the

  392   

laws and regulations of the Flag State, or of the places where the Vessel trades.

  393   
21. Duration of the Agreement   394   

(a) This Agreement shall come into effect at the date stated in Box 2 and shall continue until terminated by

  395   

either party by giving notice to the other; in which event this Agreement shall terminate upon the expiration

  396   

of the later of the number of months stated in Box 18 or a period of two (2) months from the date on which

  397   

such notice is received, unless terminated earlier in accordance with Clause 22 (Termination).

  398   

(b) Where the Vessel is not at a mutually convenient port or place on the expiry of such period, this Agreement

  399   

shall terminate on the subsequent arrival of the Vessel at the next mutually convenient port or place.

  400   
22. Termination   401   

(a) Owners’ or Managers’ default

  402   

If either party fails to meet their obligations under this Agreement, the other party may give notice to the

  403   

party in default requiring them to remedy it. In the event that the party in default fails to remedy it within a

  404   

reasonable time to the reasonable satisfaction of the other party, that party shall be entitled to terminate this

  405   

Agreement with immediate effect by giving notice to the party in default.

  406   

(b) Notwithstanding Sub-clause 22(a) :

  407   

(i)      The Managers shall be entitled to terminate the Agreement with immediate effect by giving notice to the

  408   

Owners if any monies payable by the Owners and/or the owners of any associated vessel, details of

  409   

which are listed in Annex “D”, shall not have been received in the Managers’ nominated account within

  410   

ten days (10) of receipt by the Owners of the Managers’ written request, or if the Vessel is repossessed by

  411   

the Mortgagee(s).

  412   

(ii)     If the Owners proceed with the employment of or continue to employ the Vessel in the carriage of

  413   

contraband, blockade running, or in an unlawful trade, or on a voyage which in the reasonable opinion

  414   

of the Managers is unduly hazardous or improper, the Managers may give notice of the default to the

  415   

Owners, requiring them to remedy it as soon as practically possible. In the event that the Owners fail to

  416   

remedy it within a reasonable time to the satisfaction of the Managers, the Managers shall be entitled

  417   

to terminate the Agreement with immediate effect by notice.

  418   

(iii)    If either party fails to meet their respective obligations under Sub- clause 5(b) (Crew Insurances) and

  419   

Clause 10 (Insurance Policies), the other party may give notice to the party in default requiring them to

  420   

remedy it within ten (10) days, failing which the other party may terminate this Agreement with immediate

  421   

effect by giving notice to the party in default.

  422   

(c) Extraordinary Termination

  423   

This Agreement shall be deemed to be terminated in the case of the sale of the Vessel or, if the Vessel

  424   

becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned

  425   

or has been declared missing or, if bareboat chartered, unless otherwise agreed, when the bareboat charter

  426   

comes to an end.

  427   

(d) For the purpose of Sub- clause 22(c) hereof:

  428   

(i) the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be

  429   

the date on which the Vessel’s owners cease to be the registered owners of the Vessel;

  430   

(ii) the Vessel shall be deemed to be lost either when it has become an actual total loss or agreement has

  431   

been reached with the Vessel’s underwriters in respect of its constructive total loss or if such agreement

  432   

with the Vessel’s underwriters is not reached it is adjudged by a competent tribunal that a constructive

  433   

 

11


PART II

SHIPMAN 2009

Standard ship management agreement

 

loss of the Vessel has occurred; and

  434   

(iii)    the date upon which the Vessel is to be treated as declared missing shall be ten (10) days after the Vessel

  435   

was last reported or when the Vessel is recorded as missing by the Vessel’s underwriters, whichever

  436   

occurs first. A missing vessel shall be deemed lost in accordance with the provisions of Sub- clause 22(d)

  437   

(ii)

  438   

(e) In the event the parties fail to agree the annual budget in accordance with Sub- clause 13(b) or to agree

  439   

a change of flag in accordance with Sub- clause 9(d)(ii) or to agree to a reduction in the Mangement Fee in

  440   

accordance with Sub- clause 12(d) , either party may terminate this Agreement by giving the other party not

  441   

less than one month’s notice, the result of which will be the expiry of the Agreement at the end of the current

  442   

budget period or on expiry of the notice period, whichever is the later.

  443   

(f) This Agreement shall terminate forthwith in the event of an order being made or resolution passed

  444   

for the winding up, dissolution, liquidation or bankruptcy of either party (otherwise than for the purpose of

  445   

reconstruction or amalgamation) or if a receiver or administrator is appointed, or if it suspends payment,

  446   

ceases to carry on business or makes any special arrangement or composition with its creditors.

  447   

(g) In the event of the termination of this Agreement for any reason other than default by the Managers the

  448   

management fee payable to the Managers according to the provisions of Clause 12 (Management Fee and

  449   

Expenses), shall continue to be payable for a further period of the number of months stated in Box 19 as

  450   

from the effective date of termination. If Box 19 is left blank then ninety (90) days shall apply.

  451   

(h) In addition, where the Managers provide Crew for the Vessel in accordance with Clause 5(a) (Crew

  452   

Management):

  453   

(i)      the Owners shall continue to pay Crew Support Costs during the said further period of the number of

  454   

months stated in Box 19 ; and

  455   

(ii)     the Owners shall pay an equitable proportion of any Severance Costs which may be incurred, not

  456   

exceeding the amount stated in Box 20 . The Managers shall use their reasonable endeavours to minimise

  457   

such Severance Costs.

  458   

(i) On the termination, for whatever reason, of this Agreement, the Managers shall release to the Owners,

  459   

if so requested, the originals where possible, or otherwise certified copies, of all accounts and all documents

  460   

specifically relating to the Vessel and its operation.

  461   

(j) The termination of this Agreement shall be without prejudice to all rights accrued due between the parties

  462   

prior to the date of termination.

  463   
23. BIMCO Dispute Resolution Clause   464   

(a) This Agreement shall be governed by and construed in accordance with English Danish law and any dispute

  465   

arising out of or in connection with this Agreement shall be referred to arbitration in London Copenhagen in accordance

  466   

with the Arbitration Act 1996 Danish Institute of Arbitration in Copenhagen (Copenhagen Arbitration) or any statutory

  467   

modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

  468   

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA)

  469   

Terms Rules of Procedure of Copenhagen Arbitration current at the time when the arbitration proceedings are

  470   

commenced.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its

  471   

arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint

  472   

its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole

  473   

arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the

  474   

14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so

  475   

within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any

  476   

further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party

  477   

accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by

  478   

agreement.

  479   

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the

  480   

 

12


PART II

SHIPMAN 2009

Standard ship management agreement

 

appointment of a sole arbitrator.

  481   

In cases where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum

  482   

as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims

  483   

Procedure current at the time when the arbitration proceedings are commenced.

  484   

(b) This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code

  485   

and the Maritime Law of the United States and any dispute arising out of or in connection with this Agreement

  486   

shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the

  487   

third by the two so chosen, their decision or that of any two of them shall be final, and for the purposes of

  488   

enforcing any award, judgment may be entered on an award by any court of competent jurisdiction. The

  489   

proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

  490   

In cases where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum

  491   

as the parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration

  492   

Procedure of the Society of Maritime Arbitrators, Inc. current at the time when the arbitration proceedings

  493   

are commenced.

  494   

(c) This Agreement shall be governed by and construed in accordance with the laws of the place mutually

  495   

agreed by the parties and any dispute arising out of or in connection with this Agreement shall be referred

  496   

to arbitration at a mutually agreed place, subject to the procedures applicable there.

  497   

(d) Notwithstanding Sub- clauses 23(a) , 23(b) or 23(c) above, the parties may agree at any time to refer to

  498   

mediation any difference and/or dispute arising out of or in connection with this Agreement.

  499   

(i)      In the case of a dispute in respect of which arbitration has been commenced under Sub-clause s 23(a) ;

  500   

23(b) or 23(c) above, the following shall apply:

  501   

(ii)     Either party may at any time and from time to time elect to refer the dispute or part of the dispute to

  502   

mediation by service on the other party of a written notice (the “Mediation Notice”) calling on the other

  503   

party to agree to mediation.

  504   

(iii)    The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that

  505   

they agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14

  506   

calendar days, failing which on the application of either party a mediator will be appointed promptly by

  507   

the Arbitration Tribunal (“the Tribunal”) or such person as the Tribunal may designate for that purpose.

  508   

The mediation shall be conducted in such place and in accordance with such procedure and on such

  509   

terms as the parties may agree or, in the event of disagreement, as may be set by the mediator.

  510   

(iv)    If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal

  511   

and may be taken into account by the Tribunal when allocating the costs of the arbitration as between

  512   

the parties.

  513   

(v)     The mediation shall not affect the right of either party to seek such relief or take such steps as it considers

  514   

necessary to protect its interest.

  515   

(vi)    Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall

  516   

continue during the conduct of the mediation but the Tribunal may take the mediation timetable into

  517   

account when setting the timetable for steps in the arbitration.

  518   

(vii)    Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred

  519   

in the mediation and the parties shall share equally the mediator’s costs and expenses.

  520   

(viii)  The mediation process shall be without prejudice and confidential and no information or documents

  521   

disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under

  522   

the law and procedure governing the arbitration.

  523   

(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.)

  524   

(e) If Box 21 in Part I is not appropriately filled in, Sub- clause 23(a) of this Clause shall apply.

  525   

Note: Sub- clauses 23(a) , 23(b) and 23(c) are alternatives; indicate alternative agreed in Box 21. Sub-clause

  526   

 

13


PART II

SHIPMAN 2009

Standard ship management agreement

 

23(d) shall apply in all cases.

  527   
24. Notices   528   

(a) All notices given by either party or their agents to the other party or their agents in accordance with the

  529   

provisions of this Agreement shall be in writing and shall, unless specifically provided in this Agreement to

  530   

the contrary, be sent to the address for that other party as set out in Boxes 22 and 23 or as appropriate or

  531   

to such other address as the other party may designate in writing.

  532   

A notice may be sent by registered or recorded mail, facsimile, electronically or delivered by hand in accordance

  533   

with this Sub- clause 24(a)

  534   

(b) Any notice given under this Agreement shall take effect on receipt by the other party and shall be deemed

  535   

to have been received:

  536   

(i)      if posted, on the seventh (7th) day after posting;

  537   

(ii)     if sent by facsimile or electronically, on the day of transmission; and

  538   

(iii)    if delivered by hand, on the day of delivery.

  539   

And in each case proof of posting, handing in or transmission shall be proof that notice has been given,

  540   

unless proven to the contrary.

  541   
25. Entire Agreement   542   

This Agreement constitutes the entire agreement between the parties and no promise, undertaking,

  543   

representation, warranty or statement by either party prior to the date stated in Box 2 shall affect this

  544   

Agreement. Any modification of this Agreement shall not be of any effect unless in writing signed by or on

  545   

behalf of the parties.

  546   
26. Third Party Rights   547   

Except to the extent provided in Sub- clauses 17(c) (Indemnity) and 17(d) (Himalaya), no third parties may

  548   

enforce any term of this Agreement.

  549   
27. Partial Validity   550   

If any provision of this Agreement is or becomes or is held by any arbitrator or other competent body to be

  551   

illegal, invalid or unenforceable in any respect under any law or jurisdiction, the provision shall be deemed

  552   

to be amended to the extent necessary to avoid such illegality, invalidity or unenforceability, or, if such

  553   

amendment is not possible, the provision shall be deemed to be deleted from this Agreement to the extent

  554   

of such illegality, invalidity or unenforceability, and the remaining provisions shall continue in full force and

  555   

effect and shall not in any way be affected or impaired thereby.

  556   
28. Interpretation   557   

In this Agreement:

  558   

(a) Singular/Plural

  559   

The singular includes the plural and vice versa as the context admits or requires.

  560   

(b) Headings

  561   

The index and headings to the clauses and appendices to this Agreement are for convenience only and shall not affect

  562   

its construction or interpretation.

  563   

(c) Day

  564   

“Day” means a calendar day unless expressly stated to the contrary.

  565   
29. BIMCO MLC Clause for SHIPMAN 2009 For the purposes of this Clause:

“MLC” means the International Labour Organisation (ILO) Maritime Labour Convention (MLC 2006) and any amendment thereto or substitution thereof.

“Shipowner shall mean the party named as “shipowner” on the Maritime Labour Certificate for the Vessel.

(a) Subject to Clause 3 (Authority of the Managers), the Managers shall, to the extent of their Management Services, assume the Shipowner’s duties and responsibilities imposed by the MLC for the Vessel, on behalf of the Shipowner.

 

14


PART II

SHIPMAN 2009

Standard ship management agreement

 

(b) The Owners shall ensure compliance with the MLC in respect of any crew members supplied by them or on their behalf.

(c) The Owners shall procure, whether by instructing the Managers under Clause 7 (Insurance Arrangements) orotherwise, insurance cover or financial security to satisfy the Shipowners financial security obligations under the MLC.

 

15


Addendum number 1 to the Standard Ship Management Agreement dated 13.05.2014

With effect from May 1 st 2015 KNOT Management Denmark A/S and KNOT Shuttle Tankers 21 AS have agreed to adjust the management fee and a New Box 14 have been agreed to be:

USD 46,080 (to be increased by 4 per cent annually, first time from January 1 st 2016).

Copenhagen/Haugesund, March 19 th 2015

/s/ Trygve Seglem

KNOT Shuttle Tankers 21 AS

Owners

By Director Trygve Seglem

/s/ Karl Gerhard Bråstein Dahl

KNOT Management Denmark A/S

Managers

By Chairman of the Board Karl Gerhard Bråstein Dahl